Table of Contents
ARTICLE I Membership Page 1
Section 1 Kinds of Membership
Section 2 Regular Membership
Section 3 Dues- Commencement of and when due
Section 4 Termination of Membership
Section 5 Rights of Members
ARTICLE II Meetings of Members & Elections Page 2
Section 1 Annual Meeting of Members
Section 2 Special Meetings of Members
Section 3 Notice of Meetings of Members
Section 4 Business at Meetings and Quorum
Section 5 Referenda
ARTICLE III Board of Directors Page 3
Section 1 Board of Directors- Number
Section 2 Election and Term of Office of Officers & Directors
Section 3 Eligibility to be Officers and Directors
Section 4 Termination of Office of Officers & Directors
Section 5 Meetings of the Board of Directors
ARTICLE IV Officers Page 4
Section 1 Executive Officers- Term of Office
Section 2 Bonds
Section 3 Powers & Duties of President
Section 4 Powers & Duties of Vice President
Section 5 Powers & Duties of Treasurer
Section 6 Powers & Duties of the Secretary
ARTICLE V Committees Page 5
Section 1 Executive Committees
Section 2 Powers and Meetings of Committees
ARTICLE VI Finances Page 6
Section 1 Authority to Incur Obligations
Section 2 Disbursement of Money
ARTICLE VII General Provisions Page 7
Section 1 Parliamentary Rules
Section 2 Amendments of By-Laws
ARTICLE I- Membership
Section 1. Kinds of Memberships: Membership in the Association shall be of two kinds, namely- regular membership and honorary membership.
Section 2. Regular Membership: Any person, firm, association, organization or corporation residing or owning property on or in the vicinity of said lakes or otherwise interested in furthering the purposes of this association may be admitted as a regular members of this association by the board. Every such regular member shall be required to pay annual dues. The amount of the membership dues shall be determined by a majority vote of the members.
Section 3. Dues- Commencement of and when payable: No member of the association shall be required to pay any initiation fee for admission therein nor shall any such member be liable in any suit or action for the payment of any assessment or other demand, excepting only dues owing to the association. Upon admission to membership in the association of any member, liability will thereupon become fixed to pay the annual dues for the current year and to pay annual dues for each succeeding year so long as he/she remains a member of the association. The liability to pay dues in any year after the year of admission to membership shall become fixed as of the first day of June of such year. The Board of Directors, by a majority of vote of its entire number, may remit the dues of any member for such cause as it may deem sufficient.
Section 4. Termination of Membership: The membership of any member may be terminated in any of the following ways:
- a. If such member shall file with the Secretary written resignation of his/her membership, which resignation shall become effective as the 31st day of May following the filing thereof; or
- b. If such member shall be in default for more than six months in the payment of his/her dies and the Board shall have declared the termination of such membership; or
- c. If after a hearing, at which such member was permitted to be presented or represented and of which five days mailed notice was given to them, the Board, for cause which deems sufficient in furtherance of the best interests of the association, adopts a resolution declaring the termination of the membership of such member.
Section 5. Rights of Members: Each member not delinquent for more than six months in the payment of their dues, except when otherwise provided in these by-laws, shall have the right: to hold any office in the association, to cast one vote in the election of each officer provided in these by-laws to be elected by the members; to have a reasonable opportunity to express their views on any debatable question properly under consideration by the members, and to cast one vote on any question submitted to a vote of the members; and to have, upon request, a reasonable opportunity to be heard on any question properly before the Board for consideration.
ARTICLE II- Meetings of Members & Elections
Section 1. Annual meeting of Members: To be held the first meeting in June of each year, the place and time to be designated by the President of the Association.
Section 2. Special meetings of members: A special meeting of the members of the association may be held at the time and place within the county designated in the call therefore, for the purpose of taking any action whatsoever except such as these by-laws require must be taken at the annual meeting. A special meeting may be called by the Board, or any three members thereof, or the President, or the Vice President. Upon request in writing to the President of Vice President, signed be at least ten members, it shall be the duty of such officer to call a special meeting of the members of the purpose designated in such request, if such a meeting may lawfully be called for such purpose, to be held at Big Elbow Lake, Little Bemidji, or Juggler Lake and at such time not less than seven nor more than twenty days after receipt of the request, as such officer may designate, and it shall be given hereinafter provided. If such officer shall neglect such duty then upon the expiration of fifteen days after the delivery of such request, the members requesting the meeting may call the meeting, fix the time and place at Big Elbow Lake, Little Bemidji or Juggler Lake therefore, and give such notice in the member hereinafter provided.
Section 3. Notice of meeting of members: Written notice of each meeting of the members, stating the time and place thereof, shall be given by mailing at a near post office, at least seventy-two hours before the time of such meeting, such notice to each of the members at their last known address. It shall be the duty of the Secretary, unless some other person is especially charged with that duty, to give the notice hereinabove provided of the annual meeting and of the special meetings of the members called by the Board or any officer of officers of the association. If any meeting of the members be adjourned to another time or place in the immediate areas, no notice of such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken.
Section 4. Business at meetings and quorum: At the annual meeting there shall be elected directors and officers to succeed the directors and officers whose terms of office expire at such meeting, but when the annual meeting is not held or such directors and officers are not elected thereat, such directors and officers may be elected at a special meeting held for that purpose and it shall be the duty of the President or Vice President, upon the demand of any member, to call such a meeting. The presence in person of ten members entitled to vote at any meeting shall constitute a quorum for the transaction of business thereat. In the absence of a quorum, any meeting may be adjourned from time to time. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 5. Referenda: The Board may cause any question to be submitted to a vote of the members by a mail referendum which shall be conducted by a committee appointed for the purpose, with the cooperation of the Secretary.
ARTICLE III- Board of Directors
Section 1. Board of Directors/Number: The government of the association and the management of its business and affairs shall be vested in a Board consisting of four (4) officers and three (3) directors.
Section 2. Election and Term of office of Officers and Directors: Such officers and directors shall be elected by the members of the association, except that whenever vacancies occur in the Board the remaining members of the Board, though less than a quorum, may elect successors to fill such vacancies and each successor shall hold his office until the next meeting of the members at which time a successor shall be elected. At each annual meeting the members shall elect a president, vice-president, a secretary and a treasure to serve a two year term and one director to serve a three year term. Such officers shall be limited to serve no more than two consecutive terms of office for the same office. A two year period of time must pass before the same member may be elected to office.
Section 3. Eligibility to be Officers or Directors: Any member of the association not delinquent more than six months in the payment of their dues shall be eligible to be elected as an officer or director.
Section 4. Termination of office of Officers or Directors: The office of any officer or director shall terminate prior to the expiration of the term for which they were elected and become vacant:
- if membership in the association terminates; or
- if member fails to attend four consecutive meetings of the Board, but the Board can reinstate them to their office if it deems there is sufficient excuse for their failure to attend such meetings.
Any Officer or Director can be removed from office by a majority vote of the members in attendance at any annual meeting, or if the same is not held, at the special meeting held in lieu of such meeting for the purpose of electing officers and directors, provided that such officer or director is notified by certified mail addressed to them at their last known address and mailed at least five days before said meeting, of the intention to propose their removal at said meeting.
Section 5. Meetings of the Board of Directors:
- Regular meetings of the Board: Regular meetings of the Board may be held at such times and places as shall be fixed by a resolution of the Board, at which regular meetings any and all business may be transacted by the Board, and no notice of said regular meetings need be given.
- Special meetings: A special meeting of the Board may be held upon the call of the President or any of the seven members of the Board on at least forty-eight hours notice of the time and place thereof given to all the officers and directors, at which special meetings any and all business may be transacted.
- Quorum: Four members of the Board shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the officers and directors present at a meeting at which a quorum is present shall be the acts of the Board, unless otherwise provided in these by-laws. In the absence of a quorum any meeting may be adjourned from time to time. The officers and directors present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough officers and directors to leave less than a quorum.
- Action of Board without meeting: Any action which might be taken at a meeting of the Board may be taken without a meeting if done in writing signed be all of the officers and directors.
ARTICLE IV- Officers
Section 1. Executive Officers, term of office: The members shall, in accordance with Article III, Section 2 elect the following executive officers; president, vice-president, secretary, and a treasurer. The term of office of each said officers shall expire at the annual meeting of members, but shall continue to act in office with all of the powers and duties thereof until the election of a successor. Any two of the offices except those of the president and vice-president may be held by the same person. The term of any officers shall terminate if they cease to be a member. All officers shall respectively have such authority and perform such duties as are prescribed in these by-laws, or in the absence of a controlling provision herein, as may be determined by the Board.
Section 2. Bonds: The Board may require the furnishing of a fidelity bond in such amount and conditioned as it may determine by an officer, agent of employee handling any moneys or securities of the association and may provide that the premium of any such bond shall be paid by the association.
Section 3. Powers and duties of President: The President shall preside at all meetings of the members and the Board. Subjects to the Board, shall have general supervision over the business and affairs of the association. They may sign and execute all authorized contracts, checks or other obligations in the name of the association. They shall have such other powers and perform such other duties as usually attach to the office.
Section 4. Powers and duties of the Vice-President: The Vice President shall assume and discharge all the powers and duties of the office of President in the absence of disability of or when called upon by the President, or whenever there is a vacancy in the office of President until such time as the members (Board) have (has) filled the vacancy by election.
Section 5. Powers and duties of the Treasurer: The Treasurer shall have custody of the funds and securities of the association. The Treasurer shall deposit all money, checks or others bills convertible into the money of the association in the depositories of the association to the credit and in the name of the association, unless otherwise directed by the Board. They may sign all authorized checks of the association. They may sign with the President all authorized checks and other obligations. Whenever demeaned by the Board they shall present to it a written statement correctly reflecting the financial condition of the association. They shall keep, in books provided for the purpose, such records as shall be required by the Board. They shall have such powers and perform such other duties as usually attach to the office.
Section 6. Powers and duties of Secretary: The Secretary shall handle the correspondence of the association and keep minutes of the meetings of the members and of the Board. They shall be the custodian of the books, records and papers of the association. They shall keep in books, provided for the purpose, all records directed to be kept by these by-laws or by the Board. They may endorse in the name and behalf of the association all checks and other instruments which are the property of the association. They shall promptly turn over all checks and other instruments payable to the association and all monies of the association which comes into their hands, to the Treasurer. They may sign with the President all authorized contracts of the association. They shall keep the Board fully informed and shall freely consult them concerning the business and affairs in their charge. They shall have such other powers and perform such other duties as usually attach to the office.
ARTICLE V- Committees
Section 1. Executive Committee: The officers of the association shall constitute the Executive Committee. They shall have and exercise the authority of the Board in the government of the association and the management of its business affairs, but such Executive Committee shall act only in the interval between meetings of the Board and shall be subject at all times to the control and direction of the Board, provided, however, that Board shall not authorize the Executive Committee to enter into any contract on behalf of the association or incur any obligation whatsoever which may subject in it any liability in excess of One Hundred Dollars ($100.00). Unless the existence of the committee is sooner terminated or its membership changed by the Board it shall continue until the next meeting of the members at which time officers and directors are elected.
The Executive Committee has the obligation to appoint all necessary committees and all members shall act in their behalf.
Section 2. Power and meetings of Committees: Each committee shall be subject at all times to the control and direction of the Board and exercise only such powers and authority as may be conferred by the Board.
ARTICLE VI- Finances
Section 1. Authority to incur obligations: No member, officer, agent, employee, representative, committee, division, section or other unit of the association shall have authority to enter into any contract in behalf of the association, to incur any obligation against it or in any manner to subject it to any liability whatsoever without specific authorization in each instance by formal action of the Board of Directors. Whenever there is money in a special fund which has been set aside by the Board for the use of and to be expended by a particular committee, then such committee may be authorized by the Board to incur obligations the aggregate amount of which such fund shall be appropriate to pay such obligations duly incurred, authorized and approved by such committee.
Section 2. Disbursement of money:
- A. The Board may generally authorize the issuance of checks for installments on contracts or other obligations due at periodic intervals where the obligation therefore is fixed and has been incurred in behalf of the association by the Board.
- B. The Board may empower the Executive Committee when acting during intervals between meetings of the Board and in cases admitting of no delay, to authorize the issuance of a check in payment of an obligation which has been incurred with specific authority of the Board, or which has been incurred with the authority of the Executive Committee in accordance with these by-laws, if the check does not exceed One Hundred Dollars ($100.00) in amount.
- C. The Board cannot authorize the expenditure of more than One Hundred Dollars ($100.00) without the consent of the members.
ARTICLE VII- General Provisions
Section 1. Parliamentary Rules: The proceedings of any meeting of the members of the association and of the Board of the Committees thereof shall be governed by and conducted according to the latest edition of “Robert’s Rules of Order”, so far as the same may be made to apply.
Section 2. Amendments of By-Laws: These by-laws may be repealed, altered or amended when authorized by a two-thirds vote of the members not delinquent for more than six months in the payment of their dues, present at any annual meeting or special meeting called for the purpose, provided that not less than fifteen such members attend such meeting; that the resolution proposing the repeal, amendment or alteration has been filed in the office of the secretary for inspection at least ten days before the time of such meeting, and at least five days mailed notice of such meeting has been given each member not delinquent for more than six months in the payment of their dues, directed at their last known address, in which notice shall be stated: the time and place of said meeting; that resolution has been filed in the office of the secretary proposing a repeal, amendment of alteration of the by-laws; that said resolution is open to inspection by any member; and that said resolution will be presented at such meeting for consideration and action.