BY-LAWS
ROCK LAKE IMPROVEMENT ASSOCIATION, INC.
P. O. BOX 255, LAKE MILLS, WI  53551

Article I - NAME

The name of this corporation shall be the ROCK LAKE IMPROVEMENT ASSOCIATION, INC., a not-for-profit corporation incorporated in the State Of Wisconsin, and its location and principal office shall be in the City and/or Town of Lake Mills, Jefferson County, Wisconsin.

Article II - PURPOSE

Section 1 - The Association is organized as a non-stock, 501(c)(3) corporation under Chapter 181 of the Wisconsin Statutes. Its mission 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 – This Association, in its activities, shall be non-sectarian and non-partisan.

The Association 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.

Article III – MEMBERSHIP

Section 1 – ELIGIBILITY: Membership in the Association shall be open to any individual, family, business or organization that subscribes to the purposes of the Association.

Section 2 – DUES: Dues shall be $15 for an individual, $25 for a family and $50 for a business and paid on a calendar year basis. 

Article IV – VOTING

Section 1 -  MULTIPLE VOTING: Any individual member may cast only one vote on any question called to a vote.  Up to two individuals may represent a family, a business or organization; and each of those two individuals may cast one vote on any question called to a vote.

Section 2 – CASTING BALLOTS: A member must be present at the meeting at the time the vote is called in order to vote.  No 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.

Article V – MEMBERSHIP MEETINGS

Section 1 - ANNUAL MEETING: The annual meeting of the Association shall be held at Lake Mills, Wisconsin, in August at a time, place and date arranged by the Board of Directors.  The annual meeting shall be for the purpose of electing officers, receiving reports of officers and committees and member concerns, and for any other business that may arise.

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 one-twentieth of the members or six members, whichever is greater.  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 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, except in the case of emergencies.

Section 4 - QUORUM: No formal business may be conducted at membership meetings unless at least one-twentieth of the paid-up members or 15 members, whichever is less, are present.

Section 5 - PROCEDURE: Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Association and of the Board of Directors unless required otherwise by Wisconsin Statutes or these By-laws.  Non-members of the Association may be recognized to speak at Association functions at the discretion of the presiding officer who shall also serve as parliamentarian.

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.

Section 3 – ELECTIONS: At the regular June 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 for the offices to be filled at the annual meeting in August.  The Nominating Committee shall report at the regular meeting in July.  Before the election at the annual meeting in August, additional nominations of members present at the meeting and willing to serve will be permitted from the floor.

Section 4 – TERMS OF OFFICE: Directors are elected for one-year terms.  Their terms shall expire after the annual meeting or upon the election of new directors, whichever occurs later.

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, mail, or personal contact. Four directors shall constitute a quorum for the transaction of business.  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.  Between meetings the President may solicit decisions from the Board through written communications.

Section 6 – 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.

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.

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 or his/her appointee shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings.  It shall also be his/her duty to preserve and maintain books, documents and communications of the Association.  At the expiration of the Secretary’s term all books, documents and communications of the Association shall be returned to the Board.

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 shall not be a signatory on the bank account but shall present checks to the President or Vice-President for signature.  At the expiration of the Treasurer’s term, all financial documents and records shall be returned to the Board.

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.

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 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 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  21 yes and 0 no at the Association meeting on this 26th day of August, 2006.

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Secretary