LAUDERDALE LAKES IMPROVEMENT ASSOCIATION BYLAWS
ARTICLE I - Name
This Corporation shall be known as the “Lauderdale Lakes Improvement Association”. For simplicity, it shall hereinafter be called the “Association”. The location of the present office shall be at the office of the President: P.O. Box 542, Elkhorn, WI 53121. The principal non-financial records shall be kept by the Secretary and the financial records shall be kept by the Treasurer.
ARTICLE II - Object
The object of the Association is to encourage and assist in the general work of protecting, improving and adorning the Lauderdale Lakes, situated in the Townships of La Grange and Sugar Creek and the County of Walworth, and the bank and shores of said Lakes. To that end the Association may buy, own and sell personal property; it may make contracts for dredging, weed cutting, clearing and any and all other work which may be incidental to the general purposes as above stated. It shall be authorized to aid in and attend to the restocking of the Lakes with fish from time to time as may be necessary; to attend to and assist in the prosecution of any persons who may be engaged in illegal activities on or about said Lakes and to prosecution of all person or persons violating the laws of the Town, County or State relative to peace and good order in and about same. It shall have the right to sue and to be sued in its corporate name and may prosecute or defend in the several Courts of said State or the United States any action affecting the physical conditions incidental to said Lakes and the property adjoining thereto or abutting thereto as related to said Lakes, or where the present interests of the members of the Association shall be affected by anything sought to be done, whereby the conditions existing in or about the Lakes shall be sought to be altered or changed. In general, said Association shall have all the powers incidental to associations of like character organized under the laws of the State of Wisconsin.
ARTICLE III - Membership and Qualifications
Any person having an interest in the protection and enhancement of the Lauderdale Lakes community may become a member of said Association by making application in writing to the Secretary of said Corporation and by paying annual dues required of each member and conforming to the requirements of the Articles of Incorporation and Bylaws of said Corporation. Any member of the Corporation may withdraw therefrom at his pleasure and shall not be held responsible for any obligations of the Corporation thereafter incurred. A member may be expelled by a two-thirds (2/3) vote of the members of the Corporation.
ARTICLE IV - Obligations of Members
It is the duty of each and every member of this Association to carry out the Objects of the Association as provided in Article II.
ARTICLE V- Board of Directors
The Board of Directors shall be vested with the power to manage the affairs of the Association.
ARTICLE VI - Election of Directors
Section 1. The Board of Directors shall consist of the President, the Vice President, the Secretary, the Treasurer and the chairs of any Committees that are appointed by the President (even though they are not elected to serve their District), at least two elected Directors from each district and any Directors-at-Large and Past Presidents. All the above shall be entitled to vote on Association matters. All must be members in good standing.
Section 2. The Lakes shall be divided into nineteen (19) or more districts. Each district shall be represented by two or more Directors. Directors shall be elected by the members attending the Annual Meeting. The term of each Director shall be for a period of two (2) years.
Section 3. On or before the Spring Meeting of each year, the President shall direct the Nominating Committee to seek Director candidates from the membership. At the Annual Meeting in June, in the even numbered years, the Committee shall submit, from the even numbered districts, at least two (2) names of duly qualified members of the Association as candidates for nomination to the Board of Directors; in the odd numbered years from the odd numbered districts. In addition, members present at the annual meeting may submit the names of other qualified candidates.
Section 4. All names of candidates to be voted upon will be placed in nomination by the Nominating Committee at the Annual Meeting and their election will be by a vote of the members present.
Section 5. Any Director who fails to attend at least one meeting of the Directors each year may be replaced by the President.
Section 6. The President may fill any vacancy in the Directorate for any unfilled term of office arising from any occasion.
Section 7. To meet the overall goals of the Association, the President may appoint, with the advice and consent of the Board of Directors, no more than five Directors-at-Large who shall serve during the term of the President. Directors-at-Large may chair committees and vote on Association matters, and must be members in good standing.
Section 8. All past presidents who are members in good standing shall be recognized as Presidents Emeritus and shall be entitled to serve as committee chairs and vote at meetings they attend.
ARTICLE VII - Election of Officers
Section 1. The Officers shall consist of a President, a Vice President, a Secretary and Treasurer.
Section 2. Officers will be elected in the odd numbered years.
Section 3. The Officers shall serve for a term of two (2) years. The President and the Vice President shall serve for two (2) years with the reelection for no more than one additional term of two (2) years. After a lapse of one term (2 years), either may be elected again.
Section 4. Before the Spring meeting of the odd numbered years, the President shall direct the Nominating Committee to present the names of duly qualified members of the Association as candidates for President, Vice President, Secretary and Treasurer.
Section 5. Election of said Officers shall be held at the Spring Directors meeting of the year upon the presentation of the slate of candidates and any nominations from the floor.
ARTICLE VIII - Executive Committee
Section 1. The President with the concurrence of the Board of Directors may establish an Executive Committee to be vested with the power to manage the ordinary affairs of the Association and any other matters as the Board may delegate by specific instruction. The Executive Committee shall be empowered to commit funds to specific activities in increments up to ten (10) percent of the dues collected in the prior year.
Section 2. The Executive Committee, when confirmed by the Board of Directors, shall consist of the President, Vice President, Secretary, Treasurer and a minimum of two (2) other Directors and/or past Presidents appointed by the Board.
Section 3. A quorum of persons of the Executive Committee shall be four (4) of its members.
ARTICLE IX - Standing Committee
The following Standing Committees shall be appointed by the President:
Communications
Fish History
Membership
Nominating
Planning and Zoning
Property
Water Quality
Water Safety
Web Site
ARTICLE X - Meetings
Section 1. There shall be at least one (1) membership meeting of the Association each year during the summer season. The Annual Meeting of the Association shall be held on the second Saturday of June each year. At all membership meetings, a quorum shall consist of at least five (5) percent of the total membership.
Section 2. The Board of Directors shall hold at least four (4) meetings each year; including a spring meeting and the Annual Meeting which shall be held immediately before the Annual Meeting of the Association members.
Section 3. Special meetings of the Board of Directors may be called by the President upon his own motion or upon request of five (5) members of the Board. In the case of a special meeting, notice shall be given to each member of the Board by written communication at least ten (10) days prior to the date of the special meeting.
Section 4. At all meetings of the Board of Directors, thirteen (13) members of said Board shall constitute a quorum for the transaction of business.
ARTICLE XI - Dues
The annual dues for each member shall be established by the Board of Directors. Membership covers the period of June 1st through May 31st of the following year.
ARTICLE XII - Voting
A member is entitled to one (1) vote on each matter submitted to a vote of members. A member may vote in person or may vote by written proxy, executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
ARTICLE XIII - Duties of Officers
Section 1. It shall be the responsibility and authority of the President to exercise general supervision of the affairs of the Association. He shall perform the duties incidental to the office, such as: a) Preside at all meetings. b) Act as Chairperson of the Board of Directors. c) Appoint all committees and committee Chairperson. d) Approve all expenditures for programs that have been authorized by the Executive Committee or the Board of Directors. e) Sign all documents issued in the name of the Association. f) Commit funds to various Association Activities in increments up to five (5) percent of the dues collected in the prior year without prior approval by either the Executive Committee or the Board of Directors.
Section 2. It shall be the duty of the Vice President to discharge the duties of the President in the event of absence or inability to serve.
Section 3. The duties of the Secretary shall be: a) Keep a record of all meetings of the Association and the Board of Directors. b) Write letters, send out notices, etc., as directed. c) Maintain a file of all papers and records of the Association. d) Issue to the President minutes of all Association and Board of Directors meetings within 10 days after meeting occurrences.
Section 4. The duties of the Treasurer shall be: a) Receive and hold all funds. b) Maintain a record of funds received and disbursed. c) Issue all checks. Checks exceeding $500.00 require the approval of the Treasurer and President via check co-sign or authorization vehicle such as E mail, signed authorization form sent by mail, E mail or fax. Issued checks Payable to the Order of the Treasurer require Presidential co-signature. d) Render a detailed financial report for the annual meeting. e) Invest monies. The 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 operation shall be deposited in investment accounts or certificates as authorized by the Board of Directors. f) Submit appropriate tax forms to the I.R.S.
Section 5. The accounts of the Treasurer shall be reviewed annually as soon as possible after the closing of the fiscal year (December 31st). Results of the accounting review to be reported on or before the Annual Meeting.
Section 6. The said Board of Directors may appoint additional Officers, as they may deem necessary for the best interests of the Association. The said Officers shall perform such additional or different duties as shall, from time to time, be imposed by any public law or prescribed by the Bylaws or required by the Board of Directors.
Section 7. Officers shall not be compensated for their time and effort. The President may authorize members to be reimbursed for actual and necessary expenses incurred while on Association business excluding travel expenses for attending Board, annual or special meetings.
ARTICLE XIV - Order of Business
Roll Call of Members
Reading of Minutes
Report of Treasurer
Reading of Communications
Report of Committees
Unfinished Business
New Business
Adjournment
ARTICLE XV - Amendments
These Bylaws may be amended or repealed at any membership meeting by a two- thirds (2/3) of the membership present provided a notice of the proposed changes shall be reduced to writing and mailed to all members at least thirty (30) days before the designated time and place of the meeting at which the change shall be proposed.
These Bylaws were amended in the manner authorized by law by a unanimous vote of 55 attending members. Executed at the annual meeting on June 9, 2007.