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Bylaws
BYLAWS OF THE FRIENDS OF THE LAKE WAKANDA CHAIN 2007 ARTICLE I - OFFICIAL NAME AND ORGANIZATION 1.1 The organization shall officially be known as FRIENDS OF THE LAKE WAKANDA CHAIN. This chain of natural environment, shallow prairie lakes includes Lake Wakanda, Little Kandiyohi Lake, Lake Kasota and Lake Minnetaga. 1.2 This organization shall be governed by and operate in accordance with the State of Minnesota Statutes, Chapter 317 A, known as the Minnesota Non-Profit Corporation Act. 1.3 This organization shall be a non-profit, non-stock organization. ARTICLE II - PURPOSES OF ORGANIZATION 2.1 The corporation is organized exclusively to promote and maintain the environmental protection of the Lake Wakanda Chain and vicinity for educational, scientific and environmental purposes, including but not limited to, the following purposes: 2.1.1 To assist members with organizational procedures and with the analysis of the environmental impact resulting from changing conditions in the lakes and shorelands. 2.1.2 To develop guidelines and recommendations pertaining to the proper improvement / preservation of the lakes and shorelands. 2.1.3 To promote and encourage the continuing study and monitoring of the lakes and surrounding ecological systems to prevent degradation of water quality caused by population growth, development or any other cause. 2.1.4 To support limnological (the scientific study of the life and phenomena of fresh water, especially lakes and ponds.) and other programs involved with the preservation and improvement of the county's lakes and to further their images as desirable community assets. 2.1.5 To provide media assistance, seminars, forums or other means of disseminating information to members, local organizations, businesses, and governmental agencies to promote the recognized best practices to maintain a high quality shallow prairie lakes environment. ARTICLE III - MEMBERSHIP 3.1 The General Membership shall be open to all interested parties who share a concern for the purposes of the Association. 3.2 The voting membership shall be open to all general members who own lakeshore parcels of land on one or more of the lakes listed in Article I. 3.3 All voting members shall be adults 18 years of age or older. (07-26-2008) 3.4 Only voting members may nominate and/or vote for Board Members. (07-26-2008) ARTICLE IV - DUES 4.1 Membership dues will be used to fund activities of the association including education and the environmental protection of the lakes listed herein. 4.1.1. Initial membership shall be $20 for general family or organization membership. 4.1.2. Renewal membership dues are $10.00. 4.2 Annual dues shall be paid no later than May 31st of the current fiscal year to remain a member in good standing with the Association. ARTICLE V - OFFICERS AND DIRECTORS 5.1 The officers of the Association shall be a President, Vice President, Secretary- Treasurer and five Board Members to represent the membership. Officers are elected by the Board and are members of the Board. 5.2 In addition, the immediate Past President shall serve on the Board of Directors as a voting member and to advise the Board. 5.3 Duties 5.3.1 The President shall preside at all annual, Board of Directors, special and general membership meetings of the Association and shall represent the Association at all official functions. 5.3.2 The Vice-President shall, in the absence of the President, fulfill the duties of the President. Further, the Vice President shall fulfill other duties as designated by the President, the Board, or the general membership. 5.3.3 The Secretary-Treasurer shall record and maintain minutes of all annual, board, and special meeting of the Association and shall manage all routine correspondence of the Association. 5.3.4 The Secretary-Treasurer shall maintain all revenues of the Association and shall disburse expenditures designated by the Board or the general membership. The Secretary Treasurer shall present a yearly report of income and expenditures at the annual meeting of the Association. 5.3.5 Board members shall fulfill all duties as directed by the President, Board of Directors, or the general membership. 5.4 Term of Office 5.4.1 Officers and Board Members shall Serve a term of two years, shall be elected at the annual meeting by a simple majority, and until their successor is elected. 5.4.2 Initial board members shall serve a term of: Four members for 2 years; Four members for 1 year. 5.4.3 An individual may not serve more than two consecutive terms in the same office. 5.4.4 Vacancies in any office or by any officer by whatever reason may be filled by a SucceSsor chosen by the Board of Directors. Said successor shall hold office for the unexpired term in respect to which the vacancy occurred. 5.5 The duties and powers of officers may be delegated by the Board of Directors from time to time in case of the absence of any officer of the corporation, or for any other reason that the Board may deem sufficient. 5.6 Members and Board Members shall have no liability for corporate obligations. ARTICLE VI: MEETINGS 6.1 The Association shall meet qnnually in June and notice of the annual meeting shall be mailed to the membership at least fifteen (15) days prior to the meeting. 6.2 The Board of Directors shall meet at least quarterly, with the spring meeting prior to the annual meeting to set the agenda. 6.3 Special meetings of the Board of Directors may be called by two or more members of the Board of Directors and special meetings of the members may be called by five or more members. Request for a special meeting of the members shall be in writing and shall be delivered to the Secretary. It shall be the responsibility of the Secretary to notify the other officers who shall agree on a special meeting date to be held not more than forty five (45) days after receipt of the written demand. 6.3.1 Meetings solely by means of remote communication. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting, if the same notice is given of the meeting required by these Bylaws, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at the meeting. 6.3.2 Participation in meetings by remote communication. A director may participate in a board meeting by means of conference telephone or, if authorized by the board, by such other means of remote communication, in each case through which that director, or other directors so participating, and all directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting by that means constitutes presence at the meeting. ARTICLE VII: ADDRESS 7.1 The permanent Association address shall be Friends of The Lake Wakanda Chain 5970 71st Avenue SE Willmar, MN 56201-9658 The Association may, at the Board's discretion, maintain a post office box in Kandiyohi, MN, 56251. ARTICLE VIII: VOTING AND QUORUM 8.1 One paid membership per one lake parcel entitles one vote. Limit of one vote per parcel. 8.2 Proxy votes in writing shall be allowed. 8.3 A quorum shall consist of twenty percent (20%) of the voting membership in attendance and voting, including allowable proxy votes. A quorum at a Board of Directors meeting shall be fifty five percent (55%) of the Board in attendance. General members should not count towards the quorum at a Board meeting. ARTICLE IX: COMMITTEES 9.1 The Executive Committee shall consist of all officers plus the Chairperson from each of the Standing Committees plus the Board. The President will preside over the committee, calling the meetings when appropriate. The Executive Committee shall have the authority to act on behalf of the Board of Directors during the periods when the full Board is not in session. In addition, the committee will be responsible for: 9.1.1. Preparing and presenting the budget to the Board of Directors. 9.1.2. Maintaining the ByLaws. 9.2 Special Committees may be appointed by the President for the efficient operation of the Association. ARTICLE X: PARLIAMENTARY PROCEDURE 10.1 All meetings of the Association and the Board of Directors shall be conducted in accordance with Roberts Rules of Order, unless otherwise specified by these bylaws. ARTICLE XI: SUSPENSION OF THE BYLAWS 11.1 These bylaws may be suspended by a two thirds vote of the majority present and by proxy voting, for emergency situations only. ARTICLE XII: AMENDMENTS TO THE BYLAWS 12.1 These bylaws may be amended at any meeting of the Association, provided that written notice is given to the voting membership at least fifteen (15) days in advance of the meeting at which action is to be taken. ARTICLE XIII. REVENUE AND FINANCE 13.1 The corporation shall have such powers as are consistent with its Purposes to acquire and receive funds, whether by member assessments, gifts, contribution, grants or otherwise, and to expend, make gifts and contributions of, and to convey, transfer, and dispose of any funds and income therefrom, and such other powers which are consistent with the foregoing purposes and which are afforded to the corporation by the Minnesota Non-Profit Corporation Act. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, to other private persons, except that corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set for in Article II, above, No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Not with standing any other provision of these articles, the corporation shall not carryon any other activities not permitted to be carried on. 13.1.1 The fiscal year of the Association shall be the calendar year. The undersigned Secretary-Treasurer of the Association does hereby certify that the foregoing ByLaws were duly adopted by the members of the Association at the organizational meeting held on the ___day of ____, 2007, and that they do now constitute the ByLaws of the Association.
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