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Original By-Laws approved on July 31, 2010

BY-LAWS

of
ROCK LAKE IMPROVEMENT ASSOCIATION, INC.

A Not-for-Profit Corporation
P. O. BOX 255

LAKE MILLS, WI  53551

Article I - NAME

The name of this corporation shall be the ROCK LAKE IMPROVEMENT ASSOCIATION, INC., (here after referred to as “the Association”, a non-stock, and 501(c)(3) corporation under Chapter 181 of the Wisconsin, Statutes.   Its location and principal office shall be in the City or Town of Lake Mills, Jefferson County, Wisconsin.

Article II - PURPOSE

Section 1 -    MISSION

The mission of the Rock Lake Improvement Association is to promote and generate positive action on issues concerning the preservation, protection and improvement of Rock Lake.  No asset of the Association shall benefit any officer or member.

Section 2 – NON-SECTARIAN and NON-PARTISAN

This Association, in its activities, shall be non-sectarian and non-partisan.  It shall take no part in, nor lend its influence to, the election or appointment of any candidate for federal, state, county or local government office.

Section 3 – DEFINITIONS

Association:  Rock Lake Improvement Association

Board:  Board of Directors of the Association

Director:  One of the ten individuals elected by the voting members to
           serve on the Board of Directors and entitled to vote on all questions
          brought to the Board, except as stated elsewhere in these bylaws. 
          Four of the ten directors serve as officers as listed in Article VI,
          Section 2.

Member:  Any person who is registered on an annual membership form
           and who is current on payment of annual membership dues.

Voting Member:  Any person or representative designated to vote as listed
           in Article III, Sections 1 and 2

Officer:  Member of the Board of Directors who is entitled to vote on all
          questions except as stated elsewhere in these bylaws and given
          additional responsibilities as listed in Article VII.   Officers shall be
          elected by each newly elected Board at the annual meeting

Parliamentarian:  One of the directors selected by and appointed at the
           first Board of Directors meeting immediately following the annual
           meeting and responsible for ensuring Roberts Rules of Order are
           followed and enforced at all Board and Membership meetings.

Article III – MEMBERSHIP

Section 1 – OPEN MEMBERSHIP

Membership in the Association shall be open to any individual, family, business or organization that subscribes to the purposes of the Association.

Section 2 –CLASSES OF MEMBERSHIP

a.  Individual:  One person, at least 18 years of age, designated at the time of enrollment, paying dues at a rate determined by the Board.

b.  Family:  Two persons both at least 18 years of age, designated at the time of enrollment, and having the same address, paying dues at a rate determined by    the Board.  All other residents of the household may be listed as non-voting members.

c.  Business/Organization:  For profit or non-profit business or organization that designates two persons at least 18 years of age at the time of enrollment, to serve as representatives of the business/organization paying dues at a rate  determined by the Board. 

Section 3 – GENERAL RIGHTS OF MEMBERSHIP

a.  Members may attend any Board, special or annual meeting and have the right to address the   Board  and/or membership in accordance with the usual rules of order and at the  discretion of the presiding officer.

b.  Members may submit resolutions for consideration by the Board.

c.  Periodically, but not less than once a year, members will receive information on the activities and financial status of the Association.

Section 4 – DUES  

The schedule of membership dues shall be reviewed annually by the Board and revised annually as seems necessary and prudent.  Membership dues may not be increased more than 50% for any membership class during any five year period. 

Article IV – VOTING

Section 1 – VOTING RULES BY CLASSES OF MEMBERSHIP

a.  Individual:  Each voting  member shall have the right to vote in elections and on any matter considered at a meeting of the members.  An individual member is allowed one vote.

b.  Family:  Both designated family voting  members have the right to vote in elections and on matters considered at a meeting of the members.  Each of the two family voting members is allowed one vote, for a total of two votes.

c. Business/Organization:  Both designated voting representatives of the business/ organization have the right to vote in elections and on matters considered at a meeting of the members.  Each of the two business/organization representatives is allowed one vote, for a total of two votes.

Section 2 – VOTING PROCEDURE 

A voting member must be present at the meeting at the time the vote is called in order to vote.  No voting 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.  Voting members may not cast more than one vote on any question called to a vote.    Votes shall be counted by two members not running for office appointed by the presiding officer.

Section 3 – CONTESTING A VOTE

Any voting member present when a vote is taken may contest the outcome of a vote.   A request for a recount shall be allowed immediately following the announcement of the contested election results.  The request for a recount shall be made in person in the form of a motion and second by voting members.  The recount shall take place immediately upon passage by the membership present of the recount motion. 

Depending on the manner is which the votes were cast, the procedure for conducting a recount is:

            a.  Voting by show of hands:  The election question is read and voting members are asked to raise their hand for or against.  Two members not running for office appointed by the presiding officer shall independently recount the raised hands.  If the independent counts are not equal, a recount again occurs but voting members are asked to stand rather than raise their hands to indicate their vote.  A standing vote is repeated until the two counts are equal.

            b.  Voting by ballot:  Two teams of two members not running for office appointed by the presiding officer shall independently recount the ballots.  If the independent counts are not equal, the president shall select a third team of two members.  A recount shall be conducted by the three teams until two teams agree on the vote tally. 

 

Article V – MEMBERSHIP MEETINGS

Section 1 - ANNUAL MEETING

The annual meeting of the Association shall be held in the City or Town of Lake Mills, Wisconsin, in August at a time, place and date arranged by the Board of Directors.  The annual meeting shall be for the purposes of receiving reports of officers and committees, electing Board members and officers, hearing member input and for addressing any other Association business that may arise.  Voting for Board members and officers shall be by written ballot.

Section 2 - SPECIAL MEETINGS

A special meeting of the Association may be called at any time by the President, by the majority vote of the Board of Directors or by written request of five percent of the membership.  The purpose of the meeting shall be stated in the call.

Section 3 - NOTIFICATION  

Every annual or special meeting must be preceded by notice to members.  Notification may be made by hand delivery, by mail, by email or by the official newspaper of Lake Mills at least 15 days prior to annual meetings and at least 15 days, but not more than 50 days, prior to special meetings.

Section 4 - QUORUM 

No formal business may be conducted at membership meetings or special meetings unless at least five percent of the membership is present.

Section 5 - PROCEDURE  

Roberts Rules of Order, in the current revised edition, shall be followed at the meetings of the Association and of the Board of Directors unless required otherwise by Wisconsin Statutes or these By-laws.  Members and non-members of the Association may be recognized to speak at Association functions at the discretion of the presiding officer.

 

Article VI – 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 and up to six at-large directors.  These officers shall perform the duties prescribed by these By-laws and by the parliamentary authority adopted by the Association.  Each newly constituted board shall elect a parliamentarian from the Board of Directors, excluding the president, at their first meeting.

Section 3 – ELECTIONS

At the regular June Board meeting, a Nominating Committee of three members shall be appointed by the President of the Association.  It shall be the duty of this committee to nominate candidates from the voting membership for the Board of Directors upon which the membership will vote at the Annual Membership Meeting in August. 

At the regular July Board meeting, the Nominating Committee shall report their recommendations, after which a slate of candidates will be set forth by the Board.  All nominees must be willing to serve and must be present at the annual meeting in August to be on the ballot.

At the Annual Membership Meeting in August, additional nominations of prospective Board members will be permitted from the floor until no more nominations are forthcoming, at which point the presiding officer will close nominations. All nominations and seconds must be made by members. All nominees named the day of the election must be voting members willing to serve and must be present to be on the ballot.

Section 4 – TERMS OF OFFICE

Directors are elected for one-year terms.  Their terms shall expire when the annual meeting is adjourned.  At the expiration of a Director’s term, all books, documents, communications, equipment or other materials belonging to the Association shall be returned to the succeeding Board officer or the Board president within fourteen days.

Section 5 – BOARD MEETINGS

The new Board shall meet within 60 days of the 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 four Directors after at least 24 hours notice by telephone, email or personal contact. Four directors shall constitute a quorum for the transaction of business.  All meeting agendas of board meetings will be posted on the website and the meetings shall be open to the public. Decisions shall be made by majority vote of directors present, with the President voting only to break ties. 

Section 6 – MID-TERM VACANCIES

Any vacancy shall be filled for the remainder of the term by the affirmative vote of a majority of the Directors then in office.

Section 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 while on Association business.

Section 8 – ABSENCE OF OFFICERS

At regular board meetings, the presiding officer, with the approval of the board, has the responsibility to appoint substitutes to fill roles of absent officers and the parliamentarian from the directors present. 

Article VII – OFFICERS

Section 1 – PRESIDENT

The President shall preside at all membership and Board meetings and have general supervision over the affairs of the Association.  The President shall appoint all committee members who shall serve until the end of the President’s term.  The President is an ex-officio member of all committees and shall be one of the signatories on all bank accounts.   The president shall appoint an audit committee of members approved by the board for an annual financial audit.

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.  In the absence of both, the Board shall choose one of its members to act temporarily.  The Vice-President shall be one of the signatories on all bank accounts. 

Section 3 – SECRETARY

The Secretary shall maintain the official records of the Association and record and distribute the minutes of member meetings and Board meetings. The secretary shall oversee the distribution of notices of membership meetings.  The secretary will preserve and maintain historical records, documents and communications of the Association

Section 4 – TREASURER

The Treasurer shall maintain the financial records of the Association including preparation of monthly financial statements and an annual financial statement for the annual meeting.  The Treasurer or his/her appointee shall maintain a current record of the names and addresses of memberships, along with the total number of voting members for the purpose of calculating voting quorums as required in these bylaws.  The Treasurer shall not be a signatory on the bank account but shall present checks to the President or Vice-President for signature. 

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. 

Section 4—PERSONAL GAIN

Board members shall disclose any conflict of interest, shall not participate in discussion, and shall abstain from voting on any matter in which legally binding contracts for goods or services will be awarded by the Association when that board member, their family member or relative, their employer or employee are a party to the contract.  

Section 5 – CONTRACT REVIEW PERIOD

All contracts entered into by the Association for goods and services shall be in writing.  All contracts must be approved by the board.  Contracts must be available to Board members at least one week prior to the meeting in which the contract will be brought to a vote.

Section 6 – REQUEST FOR PROPOSAL

If the estimated cost of goods or services to be procured by the Association is over $3,000, not including any grant contributions, the Board shall solicit no fewer than three written proposals from qualified vendors or consultants.

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.  Proposed amendments to the By-laws must be summarized in the notice for the annual or special 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 voting members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding mail referendum.

CERTIFICATION

These By-laws were adopted by vote of 19 yes and 7 no at the Association meeting on this 31st day of July, 2010.