BY‑LAWS
BLOCKHOUSE
LAKE ASSOCIATION, INC.
Article
I ‑ PURPOSE
The purpose of the Association is to
preserve and
protect
Article
II - STATUS AND LIMITATIONS
To carry out the program of the
Association and
to make effective representations 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
III ‑ MEMBERSHIP
Section 1 ‑ ELIGIBILITY:
Membership in the Association shall be open to any individual,
family,
business, or organization, that (a) subscribes to the purposes of the
Association and (b) owns or leases property for at least one month per
year
within one mile of Blockhouse Lake. There is a limit of two memberships
per
family, business, or organization.
Section 2 ‑ DUES:
Dues shall be $25 paid on a calendar year basis.
Article
IV ‑ VOTING
Section 1 ‑ MULTIPLE VOTING: Any
individual member whose dues are current may cast one vote on any
question
called to a vote. Up to two individuals
may represent a family, a business, or organization. Each of those two
individuals must be paid-up members and may cast one vote on any
question
called to a vote.
Section 2 ‑ CASTING BALLOTS: A
member may vote in person at meetings of the Association or may vote by
providing a written proxy to another person.
A copy of the proxy must be presented to the presiding officer
prior to
the convening of the meeting. The
presiding officer shall announce that proxy notices have been received
and may
ask each proxy holder to identify the member on whose behalf the votes
are
being cast. All votes shall be counted
by a show of hands.
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
V ‑ MEMBERSHIP MEETINGS
Section 1 ‑ ANNUAL MEETING: The
annual meeting of the Association shall be held in the vicinity of
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 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, recreational, 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
annual or 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 30 days, but not more than 50 days, prior to annual
meetings and
at least 15 days, but not more than 50 days,
prior to special meetings. The
notice shall summarize any proposed changes in the By‑laws, 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‑fifth of
the paid-up members or 15 members, whichever is less, 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 Statutes 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
VI ‑ BOARD OF DIRECTORS
Section 1 ‑ AUTHORITY:
Subject to
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 at‑large directors, 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:
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 at‑large director expire in even‑numbered years.
The terms of office of Secretary, Treasurer,
and one at‑large director expire in odd‑ numbered years.
Section 5 ‑ BOARD MEETINGS: The
new Board shall meet within 60 days of the annual meeting and at least
one
other time prior to the next annual meeting.
Regular meetings shall be held at places, dates, and times
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 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 good cause as
determined
by the Board 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 then
in
office, although less than a quorum but at least two.
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 upon receiving proof of authorized expenditures.
Article
VII ‑ 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 arrange
for the educational segment of the annual meeting and 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
archives. 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 unless an editor is appointed to do so. The Secretary shall serve on the Membership
Committee.
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. The Treasurer shall serve on the
Finance
Committee.
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,
newsletter editor, or such other assistant officers as are deemed
necessary
need not be members of the Association.
Article
VIII ‑ COMMITTEE
Section 1 ‑ MEMBERSHIP COMMITTEE:
The Membership Committee shall initiate plans for recruiting of
new
members and retention of members.
Section 2 ‑ SOCIAL COMMITTEE: The
Social Committee shall provide 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 ‑ FINANCE COMMITTEE: The
Finance Committee shall recommend fund‑raising activities to the Board
and,
after receiving Board approval, shall organize such activities. The Finance Committee shall also annually
audit the financial records of the Association.
Section 4 ‑ LAND USE COMMITTEE:
The Land Use Committee shall represent the Association at local
public
hearings and informational meetings relating to zoning, sanitation
codes,
subdivision ordinances, pollution sources, and changes in land use
which might
affect water quality. The Committee
shall offer proposals to the Board regarding land use issues.
Section 5 ‑ 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 6 ‑ FISHING AND WATER QUALITY
COMMITTEE: The Fishing and 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 7 ‑ AQUATIC PLANT AND ALGAE
COMMITTEE: The Aquatic Plant and Algae
Control Committee
shall represent the Association at Department of Natural Resources
hearings and
at local meetings relating to the control of nuisance plants and to the
protection of desirable vegetation. The
Committee shall offer proposals to the Board for a vegetation
management plan
and may be delegated responsibility to implement such a plan.
Section 8 ‑ OTHER COMMITTEES: The
President may appoint such other committees as are deemed necessary to
support
the efforts of the Board.
Article
IX ‑ 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 proceedings 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
calendar year
basis.
Section 3 ‑ ACCOUNTS AND INVESTMENTS:
Funds of the Association shall be promptly deposited at a
financial
institution designated by resolution of the Board of Directors. Funds not needed for current operations shall
be deposited in investment accounts or certificates as authorized by
the Board
of Directors.
Article
X ‑ 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.
Proposed amendments to the By‑laws must be summarized in the
notice for
the meeting at which the amendments are to be voted on.
Article XI ‑ DISSOLUTION
The Board of Directors, by a
two‑thirds
affirmative vote of all directors, may recommend that the Association
be
dissolved and that the question of such dissolution be submitted to a
vote at a
subsequent meeting of 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
CERTIFICATION
These By‑laws were adopted by vote of
_9_yes and
__0__no at the Association meeting on this 26th day of May,
2001.
Audrey
Williams
Secretary