CHIPPEWA FLOWAGE LAKE ASSOCIATION
P.O BOX 915
HAYWARD, WISCONSIN 54843
ARTICLE I PURPOSE
purpose of the Chippewa Flowage Lake Association (Association) is to preserve
and protect Chippewa Flowage and its surroundings, and to enhance the water
quality, fishery, boating safety, and the aesthetic value of Chippewa Flowage
as a public recreational facility for today and for future generations.
No Asset of the Association shall benefit any officer or member.
The Association shall not participate in any partisan political activity.
ARTICLE II MEMBERSHIP
SECTION 1 Ė ELIGIBILITY: Membership in the Association shall be open to any individual, family, business or organization that subscribes to the purposes of the Association.
2 - DUES: Dues shall be a minimum of $5 paid on a
calendar year basis.
ARTICLE III VOTING
SECTION 1 - VOTING: Any member may cast only one vote on any question called to a vote.
SECTION 2 - CASTING BALLOTS: A member must be present at the meeting at the time the vote is called in order to vote. No member may vote by proxy or absentee ballot. All votes shall be counted by a show of hands unless otherwise specified in these By-laws. Any present voting member may make a motion to change the method of voting on any one motion during the meeting in session.
SECTION 3 - REFERENDA: The Board of Directors may at any time solicit reactions from members through a survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered 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 answers. Results of the referendum shall be announced at a 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 during the month of July. The time and 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, discussion of projects, adoption of a budget and other member concerns.
SECTION 2 - SPECIAL MEETINGS: A special meeting of the Association may be called at any time by the President, by a majority vote of the Board of Directors, or by written request of one-twentieth of the members. The agenda of a special meeting may include any items properly brought before an annual meeting. The call for each special meeting shall specify the purpose for which it is to be held and no other business shall be transacted.
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 who have not yet renewed their membership. Notification may be emailed, by hand delivery or by mail at least 15 days but not more than 50, 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: Formal business may be conducted with a majority of the Board present. Missing Board members may be included if they wish to issue a proxy on agenda items.
SECTION 6 - PROCEDURE: Robertís 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 V - 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, at least three, but no more than ten 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-half of at-large Directors expire in odd-numbered years. The terms of office of Secretary, Treasurer, and the other one-half of the at-large Directors expire in even-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. A majority of the 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. 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 then in, although less than a quorum.
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 the day-to-day administration of the affairs of the Association and the supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of that Presidentís 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 meetings 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 or solicit an editor to carry out the task. The Secretary shall serve on the Membership Committee.
SECTION 4 - TREASURER: The Treasurer shall maintain the financial records of the Association. 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.
6 - OTHER OFFICERS: Other officers may be appointed
by the President, with the concurrence of the Board. A legal counsel,
and executive secretary, or such other assistant officers as are deemed
necessary need not be members of the Association.
ARTICLE VII - COMMITTEES
1 - MEMBERSHIP COMMITTEE: The Membership Committee
shall initiate a plan to recruit new members and offer suggestions to the
Board on retention of members.
2 - HOSPITALITY COMMITTEE: The Hospitality 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 - WEED AND ALGAE COMMITTEE: The Weed 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 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 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 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 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 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 Wisconsin
law. Dissolution of the Association shall not be final until the
members, by majority vote, have approved the dissolution plan, either at
a meeting or by a binding mail referendum.