Article I - General

Section 1 - General.  This Association has been incorporated in the State of Wisconsin as a nonstock corporation under Chapter 181 of the Wisconsin Statues.   The purposes of this Association shall be as set forth in the Articles of Incorporation of the Corporation.  These Bylaws specify various matters affecting the operations and governance of the Association.   

Section 2- Purpose. The purpose of the Association is to maintain, protect, and improve the quality of Pike Lake and its surroundings for the benefit of the general public.

Section 3- Non-discrimination.  The Association shall not directly or indirectly discriminate against any person or organization for reason of race, gender, age, religion, disability, national origin, ancestry, marital status or sexual orientation.

Section 4 - Solicitation and Receipt of Gifts.  The Association shall seek gifts, contributions, donations and bequests (herein generally called “gifts”) for its purposes.  While the Association specifically encourages unrestricted gifts whose principal and/or income may be used for the Association’s purposes in the discretion of the Board of Directors of the Association, the Board of Directors will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Board of Directors to be acceptable or otherwise conforms with these Bylaws and any other guidelines established by the Board of Directors for such restricted gifts. 

 

 

Article II - Membership

Section 1 – Eligibility.  Membership in the Association shall be open to any individual, family, business, or organization that: (a) subscribes to the purposes of the Association and (b) owns property or resides within a mile of the lake for a period of at least one month.   One (1) vote will be assigned to each property with paid membership dues.

 Section 2 – Dues. Annual dues shall be determined each year at the Annual Meeting, not to exceed Wisconsin Department of Natural Resources Grant Eligibility Requirements. Dues shall be paid on a calendar year basis. 

Section 3 - Fees. In addition, fees may be established by the Board and approved by membership for lake improvement projects such as weed control, or other projects. Fees shall be paid on a calendar year basis.

 

 

Article III – Voting

Section 1 - Voting.  Any member, as defined in Article II, Section 1, who has paid dues for that calendar year, may cast only one (1) vote on any question called to a vote.

Section 2 – Decisions. A majority vote of members present at a membership meeting will be used to decide issues. However, the Board of Directors can determine if a matter is of such importance that all members should either vote on the issue or offer their views through a nonbinding referendum. The Secretary will document the issue to be decided and send the proposal to all members with a response deadline.  Results shall be announced at a membership meeting or in printed form within forty-five (45) days of the response deadline.

 

 

Article IV - Member Meetings

Section 1 – Membership Meetings. The Association shall have three (3) membership meetings each year during the Memorial Day, Independence Day and Labor Day weekends. Dates will be set at the Annual Meeting the year before.

Section 2 - Annual Meeting.  The Annual Meeting of the Association shall be the membership meeting during the Labor Day weekend. It will be held in the vicinity of Pike Lake.  The time and place shall be arranged by the Board of Directors unless specified at the previous Annual Meeting.  The agenda of the Annual Meeting shall include elections and may include discussion of projects, adoption of a budget, member concerns, and educational programs.

Section 3 - Special Meetings. A special meeting of the Association may be called at any time by the President, by majority vote of the Board of Directors, or by written request of at least ten (10) members.  The agenda of a special meeting may include any items discussed at an Annual Meeting.

Section 4 - Informational Meetings or Social Events.   The Association may sponsor a variety of meetings and events designed to provide educational, recreational, or social activities.  If business is to be conducted at such events, the notice requirement for special meetings must be met.

Section 5 – Notification.  Every Membership, Annual or Special meeting must be preceded by notice to paid members.  Notification may be made by United States Postal Service or electronic means at least ten (10) days, but not more than sixty (60) days prior to the meeting.  The notice may include a detailed agenda.

Section 6 – Quorum.  No formal business may be conducted at membership or special meetings unless at least ten (10) members are present.

Section 7 – Procedure.  Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Association, the Board of Directors, and the Association committees unless otherwise required by Wisconsin Statutes. The presiding Officer shall serve as parliamentarian.

 

 

Article V - Board of Directors

Section 1 – Authority.  Subject to directives of Membership 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 seven (7) to nine (9) Directors.  This will include the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, and between two (2) and four (4) Directors at large.

Section 3 – Elections.  The Nominating Committee will solicit nominations from members at the Memorial Day and Independence Day meetings and will recommend a slate of Directors/Officers for election. This slate will be presented to members prior to the Annual Meeting. Members will elect Directors and Officers at the Annual Meeting.

Section 4 - Terms of Office.  Terms of office will be two (2) years. Directors will be elected in the following manner:  President, the 1st Vice President and between one (1) and two (2)  Directors will be elected in even numbered years; the 2nd Vice President, Secretary, Treasurer and between one (1) and two (2)  Directors will be elected in odd numbered years.  Terms shall be on a calendar year basis.

Section 5 - Board Meetings. Board meetings will be scheduled as needed and may be held at places, dates, and times established by the Board.  Board meetings may be held by the call of the President or any three Directors after at least twenty-four (24) hour notice. A majority of Directors shall constitute a quorum for the transaction of business. The meetings shall be open to the members.  Decisions shall be made by majority vote of Directors present.  Between meetings, the President may solicit decisions from the Board through phone, electronic, or written communications.

Section 6 – Vacancies.  Any vacancy, due to resignation or removal, may be filled for the remainder of the term. The President shall name the appointee and present to the Board for approval by the affirmative vote of a majority of the Directors then in office, although less than a quorum.  

Section 7 – Removal.   Any Director may be removed from office with or without reasonable cause by a majority vote of the Board.  If a Director is proposed to be removed, all Directors shall receive, in writing, notice of the proposed removal at least five (5) days prior to the meeting. The Director proposed to be removed shall be entitled to at least five (5) days notice in writing by United States mail or electronic means of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Section 8 – Compensation/Reimbursement.  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 incurred while on Association business.

Section 9 - Conflict of Interest.  The Board of Directors shall adopt a conflict of interest policy that is consistent with Wisconsin Statutes Section 181.0831.

 

 

Article VI – Officers

Section 1 – President.  The President shall preside over all membership meetings and Board meetings.  The President shall be the Chief Executive Officer of the Association, responsible for the day-to-day administration of the affairs of the Association and supervision of any employees or contractors.  The President shall appoint all committee members who shall serve until the end of that President's term.  The President is an ex-officio member of all committees.

Section 2 – 1st Vice President.  The 1st 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.  The 1st Vice President shall arrange for the educational segment of the Annual Meeting and carry out other assignments at the request of the President.

Section 3 – 2nd Vice President.  The 2nd Vice President shall recommend, organize, and coordinate fund raising activities for the Association. The 2nd Vice President shall also be a member of the Finance Committee.

Section 4 – Secretary.  The Secretary shall maintain the official records of the Association as well as any archives.  The Secretary shall record and distribute the minutes of membership meetings and Board meetings.  The Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings.  The Secretary shall prepare publicity for the Association. 

Section 5 – Treasurer.  The Treasurer shall maintain the financial records of the Association and shall sign all checks.  The Treasurer shall prepare a financial statement for all Membership Meeting and shall be responsible for presentation of the proposed budget at the Annual Meeting.  The Treasurer shall chair the Finance Committee.

 

 

Article VII – Committees

Section 1 – Finance Committee.  The Finance Committee will be chaired by the Treasurer. It shall prepare and propose an annual budget to be presented at the Annual Meeting. The Finance Committee will also audit the financial records of the Association each year.

Section 2 - Water Quality Committee. The Water Quality Committee shall be responsible for maintaining and improving water quality of the lake and shall oversee the weed cutting operation on the lake. The Chair shall represent the Association at the Wisconsin Department of Natural Resources hearings and at local meetings relating to the control of nuisance plants.

Section 3 - Nominating Committee.  The Nominating Committee shall consist of at least three (3) members. It will solicit nominations from members and propose a slate of Officers and Directors to be elected at the Annual Meeting.

Section 4 – Other Committees.  The President may appoint such other committees as are deemed necessary to support the efforts of the Association.

 

Article VIII - Miscellaneous Provisions

Section 1 - Books and Record.  The Corporation shall keep correct and complete books and records of accounts; shall keep minutes of the proceedings of Board of Directors and committee meetings; and shall keep at the registered or principal office a record of names, phone, and electronic addresses of the Directors.

Section 2 - Mandatory Indemnification.  The corporation shall, to the fullest extent permitted or required by the Statute, indemnify each Director and Officer against any and all Liabilities, and advance any and all reasonable Expenses as incurred by a Director or Officer, arising out of or in connection with any Proceeding to which such Director or Officer is a Party because he or she is a Director or Officer of the Corporation. The term “statute,” as used in this Article, shall mean Sections 181.0871 through 181.0889 of the Wisconsin Statutes and all amendments thereto which permit or require the Corporation to provide broader indemnification rights than prior to the amendment.

Section 3 - Limited Liability Volunteers.  Each individual (other than an employee of the Association) who provides services to or on behalf of the Association without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent provided by Section 181.0670 of the Wisconsin Statutes or any similar successor provision thereto.  For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted or registered under state law and who is performing services to or on behalf of the Association without compensation is not acting within the scope of his or her professional practice under such license, certificate, permit or registration, unless otherwise expressly indicated to the Association in writing. 

Section 4 – Fiscal Year.  The records and accounts of the Association shall be maintained on a calendar year.

Section 5 – 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 recommended by the Finance Committee and authorized by the Board of Directors.

Section 6 – Adoption and Amendments.  These Bylaws, and any amendments thereto, may be adopted at any annual, membership, or special meeting of the Association by two-thirds (2/3) vote of members present and entitled to vote.  Changes or amendments to the Bylaws must be presented at the preceding membership meeting, and summarized in a notice for the next regularly scheduled meeting.

 

 

Article IX – Dissolution

Section 1 - Dissolution. The Board of Directors, by a two-thirds (2/3) 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 the subsequent meeting of members.  Notice of the meeting shall highlight the question of dissolution.  At the meeting, a two-thirds (2/3) affirmative vote of the 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 United States mail referendum.