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BY-LAWS

BIRCH ISLAND LAKE ASSOCIATION, INC.

P.O. BOX #217, Webster, Wisconsin 54893

Article I - PURPOSE

The purpose of the Association is to enhance, maintain, and protect the unique quality of Birch Island Lake and its surroundings for the collective interests of the members and the general public. The purposes shall be to prevent pollution and to protect and improve the water quality and fishery and wildlife of Birch Island Lake for the benefit of the general public; to maintain the north wood beauty of the shoreline of Birch Island Lake; to improve boating safety on Birch Island Lake; to provide adequate and safe public access to Birch Island Lake; to collect chemical, biological and sociological information on Birch Island Lake and it environs as a basis for accomplishment of these purposes; to inform individuals, organizations, and governmental bodies on problems and possible corrective actions needed for the foregoing purposes; to inform and represent Birch Island Lake users, riparian owners, and Birch Island Lake Association members in their common interests; and so long as not precluded by the law to do and perform any act or thing, and to exercise any and all powers incidental to these purposes. To carry out the purposes of the Association and to make representation on behalf of its members, the Association shall be organized as a non-profit, non-stock corporation under Chapter 181 of the Wisconsin Statutes. No asset of the Association shall benefit any officer or member. The Association shall not participate in partisan political activity.

Article II - MEMBERSHIP

Section 1 - ELIGIBILITY: Any individual who for at least one month each year resides (leases or rents) on or within one (1) mile of Birch Island Lake may become a member of the Birch Island Lake Association. Furthermore, any individual who owns real estate on or within one (1) mile of Birch Island Lake may become a member of the Birch Island Lake Association. All Birch Island Lake Association members shall have equal voting rights.

Section 2 - DUES: Dues shall be $20 per individual, family, business, or organization; paid on a bi-annual fiscal year basis. Dues will be due by May 1.

Article III - VOTING

Section 1 - VOTING: Any individual member, family, business, or organization may cast only one vote on any question called to a vote.

Section 2 - CASTING BALLOTS: A member must be present at the time the vote is called in order to vote. All votes shall be counted by a show of hands unless otherwise specified in these By-Laws.

Section 3- REFERENDA: The Board of Directors may at any time solicit reactions from members through a mail survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered advisory or binding on the Board. The annual meeting may initiate an advisory or a binding referendum and shall specify the exact wording of the question and the required follow-up action by the Board. Members shall have 30 days to return response forms. Results of the referendum shall be announced at a membership meeting or in printed form within 90 days of the response deadline.

Article IV - MEMBERSHIP MEETINGS

Section 1 - ANNUAL MEETINGS: The annual meeting of the Association shall be held in the vicinity of Birch Island Lake on the Saturday preceding Memorial Day at 9:00 AM. The place shall be arranged by the Board of Directors unless specified by the previous annual meeting. The agenda of the annual meeting shall include elections, adoption of a budget, member concerns, and may include discussion of projects and/or an educational program.

Section 2 - SPECIAL MEETINGS: A special meeting of the Association may be called at any time by the President, by majority vote of the Board of Directors, or by written request of one-twentieth of the members, or by six members, whichever is greater. The agenda of a special meeting may include any items properly brought before an annual meeting.

Section 3 - INFORMATIONAL MEETING OR SOCIAL EVENT:

The Association may sponsor a variety of meetings and events designed to provide educational, recreation or social opportunities for its members and their guests. It may also sponsor fund-raising activities. If business is to be conducted at such events, the notice requirement for special meetings must be met.

Section 4 - NOTIFICATION: Every special meeting must be preceded by notice to paid members and members from the preceding year who have not yet renewed their membership. Notification may be by hand delivery or by mail at least 15 days, but not more than 50 days in advance of the special meeting. If the purpose of the special meeting is to change the By-laws and/or to dissolve the Association then the notice shall summarize any proposed changes in the By-laws, an/or shall highlight any proposals to dissolve the Association, and may include a detailed agenda.

Section 5 - QUORUM: No formal business may be conducted at membership meetings unless at least one-twentieth of the members, or six members, whichever is greater, are present.

Section 6 - PROCEDURE: Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Association, of the Board of Directors, and of the Association committees unless required otherwise by Wisconsin Statues or these by-laws. Non-members of the Association may be recognized to speak at association functions at the discretion of the presiding officer who shall also serve as parliamentarian.

Article V - BOARD OF DIRECTORS

Section 1 - AUTHORITY: Subject to the directives of annual and special meetings and these By-laws, the Board of Directors shall have authority over the activities and assets of the Association.

Section 2 - COMPOSITION: The Board of Directors shall include the President, Vice-President, Secretary, Treasurer, two directors at large and the past President.

Section 3 - ELECTIONS: The Board of Directors shall nominate one or more members for each vacant position on the Board. Additional nominations of members, present at the annual meeting and willing to serve, shall be taken from the floor. All elections for the Board shall be conducted by secret, written ballot.

Section 4- TERMS OF OFFICE: Officers and directors are elected for two-year terms. Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later. The terms of office of President, Vice-President, and one director expire in even-numbered years. The terms of office of Secretary, Treasurer and one director expire in odd-numbered years. No director shall be elected for more than two consecutive two-year terms.

Section 5 - BOARD MEETINGS: The new Board shall meet within 60 days to the annual meeting and at least one other time prior to the next annual meeting. Regular meetings shall be held at places, dates, and time established by the Board. Special meetings may be held on the call of the President or any three directors after at least 24 hours notice, to the Board, by telephone, mail or personal contact. Four directors shall constitute a quorum for the transaction of business. The meetings shall be open to the members. Decisions shall be made by majority vote of directors present, with the President voting only to break ties. Between meetings, the President may solicit decisions from the Board through written communications.

Section 6 - VACANCIES: Any director who misses two consecutive meetings without cause may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the directors holding office, although this may be less than a quorum.

Section 7 - COMPENSATION: Directors shall not be compensated for their time and effort. The Board may authorize officers, directors, and committee members to be paid actual and necessary expenses incurred while on association business.

Article VI - OFFICERS

Section 1 - PRESIDENT: The President shall preside over all membership meetings and Board meetings. The President shall be the chief executive officer of the Association, responsible for day-to-day administration of the affairs of the Association and supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of that President’s term. The President is an ex-officio member of all committees.

Section 2- Vice-President: The Vice-President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend. The Vice-President shall carry out other assignments at the request of the President.

Section 3- SECRETARY: The Secretary shall maintain the official records of the Association as well as an archive. The Secretary shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings. The Secretary shall prepare publicity for the Association and shall prepare the association newsletter or solicit and editor to carry out the task.

Section 4 TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget to the annual meeting.

Section 5 MULTIPLE OFFICE HOLDING: The same person may hold the offices of Vice-President and Treasurer or the offices of Secretary and Treasurer.

Section 6 OTHER OFFICERS: Other officers may be appointed by the President, with concurrence of the Board. A legal counsel, an executive secretary, or such other assistant officers as are deemed necessary need not be members of the Association.

Article VII - COMMITTEES

Section 1 WATER QUALITY COMMITTEE: The water quality committee shall represent the Association at Department of Natural Resources hearings and at local meetings relating to in-lake water quality, fish and wildlife habitat, and water levels. The Committee shall offer proposals to the Board regarding water quality monitoring and ecological management of the fishery.

Section 2 SOCIAL COMMITTEE: The Social Committee shall arrange for refreshments at the Annual Meeting and, after receiving Board approval, shall organize and publicize other social events to be sponsored by the Association.

Section 3 BOATING SAFETY COMMITTEE: The Boating Safety Committee shall represent the Association at local public hearings and informational meetings relating to water safety patrols, lake use ordinances, and obstacles to navigation. The Committee shall offer proposals to the Board regarding water use issues.

Section 4 OTHER COMMITTEES: The President may appoint such other committees as are deemed necessary to support the efforts of the Board.

Article VIII - MISCELLANEOUS PROVISIONS

Section 1 INDEMNIFICATION OF OFFICERS AND DIRECTORS: As provided by Wisconsin law, the Association shall indemnify any officer, director, employee, or agent who was, is or may be involved in legal proceeding by virtue of his or her good faith actions on behalf of the Association.

Section 2 FISCAL YEAR: The records and accounts of the Association shall be maintained on a fiscal year (May 1 - April 30) basis.

Section 2 ACCOUNTS AND INVESTMENTS: Funds of the Association shall be promptly deposited at a financial institution designated by resolution of the Board of Directors.

Article IX - ADOPTION AND AMENDMENTS

These By - laws, and any amendments thereto, may be adopted at any annual or special meeting of the Association by two - thirds vote of members present and entitled to vote. Amendments to the By - laws must be summarized in the notice for the annual meeting at which the amendments are to be voted on.

Article X - DISSOLUTION

The Board of Directors, by a two-thirds affirmative vote of all directors, may recommend that the Association by dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of the members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval by the members as provided under Wisconsin law. Dissolution of the Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding mail referendum.

CERTIFICATION

These By-laws were revised and adopted by a vote of 72 yes and 0 no at the Association meeting on this 25 day of May, 2002

__________________________

Karen Weerts, Secretary

 
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