BAD MEDICINE LAKE AREA ASSOCIATION, INC.
Last Updated June 25, 2011
The purpose of the Bad Medicine Lake Area Association is to bring together the residents of the Bad Medicine Lake Area to preserve and improve the quality of our water, land, air, aesthetics, wild life, and other natural resources of the Bad Medicine Lake Area; to provide educational and training resources for the healthy enjoyment of present and future generations; and to work in conjunction with federal, state, and local agencies, public and private, to further the purpose of the Association. The Association shall keep members informed of the status of the lake, the surrounding area, and the activities of the Association.
Section 1. Membership Qualification. All individuals eighteen years of age or older who are property owners, spouses or children of property owners, or seasonal renters and interested in furthering the purpose of this Association shall be admitted as a member of this Association upon payment of the annual dues. Individuals not meeting the foregoing qualifications may be admitted to full membership by vote of the Board of Directors and upon payment of the annual dues. Each member shall be allowed one vote in the affairs of the organization.
Section 2. Dues. The annual dues of this corporation shall be set by the Board of Directors. Any increases in dues must be approved by a simple majority of the Board of Directors.
Section 3. Civil Rights. The Association shall comply with Title I of the Civil Rights Act of 1964, whereby no person on the grounds of race, color, sex, religion, age, national origin, marital status or sexual preference be excluded from participation in, be denied the due benefit of equal opportunity, or be subjected to discrimination under any program or activity conducted by the Association.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
Section 1. Annual Meeting. The annual meeting of the members of the Association shall be held on a date in June of each year as determined by the Board of Directors. Said meeting shall be held at such place within or without the Bad Medicine Lake Area as may be designated in the notice of the meeting. Written notice of the annual meeting of members shall be given to each member by mail at his/her last known post office address as the same appears on the books and records of this Association, which notice properly addressed, shall be placed in the United States mail not less than fifteen (15) days prior to the meeting. Only those members whose dues are paid for the current fiscal year shall be allowed to vote.
Section 2. Special Meetings. Special meetings of the members may only be called between April and September by the President, by a majority vote of the Directors of the Association, or upon the written petition of at least 20% of the members, in which case it shall be the duty of the Secretary of the Association to cause due notice of the meeting to be given. Notice of a special meeting of members shall state the time, place, and purpose of the special meeting and shall be issued within ten (10) days after the presentation of such petition, and the special meeting shall be held within thirty (30) days after the presentation of such a petition. Mailed notice of the special meeting shall be given in the same manner as prescribed for notice of a regular meeting. Only those members whose dues are paid for the current fiscal year shall be allowed to vote.
Section 3. Quorum. At any regular or special meeting of the members of the Association, the quorum necessary for the transaction of business shall be 25% of the total paid membership.
Section 1. Number. The Board of Directors shall consist of ten (10) members.
Section 2. Nominating Committee. There shall be a Nominating Committee consisting of two (2) Directors named by the Board and two (2) members who shall be elected by and from the membership of this Association at each annual meeting thereof. The Nominating Committee shall serve until the next annual meeting at which time it shall present to members in attendance a slate of nominees for open Director positions. The slate of nominees shall total at least one (1) more candidate than the number of Director positions open for election.
Section 3. Directors Election. The Board of Directors as specified in the Articles shall be elected by and from the membership of this Association at the annual meeting thereof.
Section 4. Terms of Directors. The terms of the elected Directors shall be for three years and each Director may serve no more than two consecutive terms. Directors who have served two consecutive terms must take at least a one year break from service before being allowed to run for election again. Three Directors shall be elected each year with the exception that every third year four Directors shall be elected. The Board, at its discretion, may set the initial term of certain newly elected Directors to one or two years in order to maintain the desired election cycle described above.
Section 5. Commencement of Terms. Directors who are elected at the annual meeting shall take office at the next Board of Directors meeting following their election.
Section 6. Quorum. A quorum for meetings of the Board of Directors shall be a majority of the Directors.
Section 7. Vacancy. The membership of the Association shall have the power at any regular or special membership meeting to remove any director and to fill the vacancy caused by such removal. A vacancy on the board which occurs between membership meetings may be filled by majority vote of the Directors then in office. The person so appointed shall serve until the next annual or special meeting of the membership when a successor shall be elected to serve out the unexpired regular term.
Section 8. Meetings. The Board of Directors shall meet at such time and upon such notice as the Board may prescribe only during the months of April thru September unless it is deemed necessary by a majority vote of the Directors to meet in other months. Any business may be transacted at any meeting of the Board of Directors without the specification of such business in the notice of the meeting.
Section 9. Authority of Directors. The Directors are authorized to conduct, manage, and control the business and affairs of this corporation and make rules and regulations for the guidance of the officers, agents, and employees of the corporation and to do all things permitted by law and not prohibited by the Articles or these By-Laws.
OFFICERS AND THEIR DUTIES
Section 1. Election of Officers. The officers of the Association shall be elected by the Board from within the members of the Board of Directors at the first meeting following the annual meeting of the membership.
Section 2. Terms of Officers. The officers shall take office at the meeting following their election and shall hold office for the term of one year with no limit on the number of terms a Board member may serve as an officer.
Section 3. President. The President shall:
a. Preside over all meetings of the members and of the directors.
b. Execute those documents directed to be executed by authority of the Board of Directors.
c. Exercise all the authority ordinarily exercised by the president of a corporation.
Section 4. Vice President. The Vice President shall:
a. Perform the duties of the president in the absence or disability of the president.
b. Should the Board of Directors elect more than one vice president, a first vice president shall be designated to succeed to the duties of the president and the specific duties of the other vice presidents shall be delineated by the Board of Directors.
Section 5. Secretary. The Secretary shall:
a. Keep complete minutes of each meeting of the members and of the Board of Directors.
b. Execute those documents directed to be executed by the Board of Directors.
c. Submit such secretarial reports at the annual and other meetings of the members and directors as required by the Board of Directors.
d. Supervise the preparation and service of all notices of meetings as required by law or these by-laws.
e. Perform such other duties as may be required by the Board of Directors. The Board may authorize the secretary to delegate clerical duties.
Section 6. Treasurer. The Treasurer shall:
a. Supervise the safe keeping of all funds and property of the Association.
b. Execute those documents directed to be executed by the Board of Directors.
c. Supervise the books and records of all financial transactions of the Association.
d. Submit to meetings of the members and directors a financial report of the condition of the Association‘s affairs in such detail as directed by the Board of Directors.
e. Perform such other duties as may be required by the Board of Directors. The Board of Directors may authorize the treasurer to delegate clerical duties.
The board of directors may appoint various committees to help achieve the Association’s purpose in specific areas. The Board of Directors shall determine how long each committee shall function.
BOOKS AND RECORDS
Section 1. Inspection. The books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member.
Section 2. Annual Review. On an annual basis the Board shall arrange for a volunteer committee of two (2) or three (3) Association members to review the transactions of the past fiscal year and the financial condition of the Association with the results of the review presented by the committee at the annual meeting of the membership.
AMENDMENTS TO BY-LAWS
These By-laws may be amended by the procedure set forth in Minnesota Statutes, which requires the Board of Directors to propose the amendment or amendments to the by-laws by resolution, setting forth the proposed amendment or amendments and directing that it be submitted for adoption at a meeting of the members. Such amendment or amendments may be adopted by majority vote of the members at a meeting called for that purpose and shall be effective immediately upon the completion of the vote unless a different effective date is stated in the amendment. Mailed notice of the special meeting shall be given in the same manner as prescribed for notice of a regular meeting. Only those members whose dues are paid for the current fiscal year shall be allowed to vote.
In the event of dissolution of the corporation, any monies held by the Association shall be given to a charitable non-profit corporation or organization. Funds will be distributed to any non-profit corporation or organization and may be selected by a simple majority vote of the Board of Directors, provided such corporation or organization qualifies for Federal Income Tax Section 501(c)3 status.
In witness whereof, being the secretary of Bad Medicine Lake Area Association, have hereunto set my hand this 25th day of June, 2011.
/ss/ Tom Lorentzen ____________________
Secretary for the Board of Directors