Black Oak Lake Preservation Foundation, Inc.
Land O’ Lakes, Wisconsin
ARTICLE I
Description
Section 1: This Association shall be known as the BLACK OAK LAKE PRESERVATION FOUNDATION, Inc. hereafter to be known as the “Foundation”
Section 2: This Foundation shall be a 501(c)(3) non-profit organization.
Section 3: The Foundation shall work to preserve the aesthetic values of Black Oak Lake and its surroundings, to protect Black Oak Lake as a public recreational facility for today and in the future and to encourage the proper stewardship of lake front property .
ARTICLE II
Goals
Section 1: The goals of the Foundation shall be to · protect Black Oak Lake waters and shoreline for recreation, · protect and enhance the Black Oak Lake environment, · manage natural fish and wildlife habitats, · work to keep protective zoning ordinances consistent with property rights and · promote safety.
ARTICLE III
Officers
Section 1: The officers shall be a President, Vice President, Recording Secretary, Corresponding Secretary, Development Director and Treasurer, who shall serve without compensation.
Section 2: Officers must be members of the Foundation.
ARTICLE IV
Duties of Officers
Section 1: President – The duties of the President are to appoint necessary operating committee chairs, enforce the rules and regulations of the Foundation and preside at all meetings of the Foundation Board of Directors.
Section 2: Vice President — The duties of the Vice President are to assist the President in the discharge of Foundation duties and officiate when necessary.
Section 3: Recording Secretary — The duties of the Recording Secretary are to keep written records of the meetings of the Foundation and the Board of Directors, file all reports and documents and send written meeting notices and agendas, including all special meeting notices and agendas. These records must be given to the succeeding Recording Secretary.
Section 4: Corresponding Secretary– The duties of the corresponding secretary are to prepare and send all Foundation correspondence as directed by the treasurer or the president.
Section 5: Development Director– The duties of the Development Director are to advance the cause of the Foundation by educating the membership regarding the Foundation goals and providing opportunities for charitable gifts to the Foundation.
Section 6: Treasurer — The duties of the Treasurer are to prepare a budget, collect and deposit all Foundation monies, to provide accurate written accounts of all monies received and disbursed, to maintain the membership list to invest Foundation monies as directed and to prepare a current yearly income statement for the Annual Membership meeting. The treasurer is responsible to cooperate fully with the auditor(s) appointed by the president.
ARTICLE V
The Board of Directors
Section 1: There shall be a Board of Directors consisting of eleven (11) members eligible to vote and in good standing, ten (10) elected and the immediate past President. Each Director shall serve without compensation for a two (2) year term. No elected member of the Board of Directors shall serve more than two (2) consecutive terms. Completion of an unexpired term does not constitute a regular term of office. Each year, from the elected Board, the Directors will elect a President, Vice President, Recording Secretary, Corresponding Secretary, Development Director and Treasurer.
Section 2: Past President is a non-elected position. The immediate past president serves for the term of the newly elected president. No member, including the past president, may be nominated or elected to the Board of Directors in less than two years after completing a previous term as a director.
Section 3: Only members of the Foundation may be nominated and/or elected to the Board of Directors.
Section 4: The Board of Directors shall organize and hold its first regular meeting within the week following the annual membership meeting election. All officers are elected annually at this meeting.
Section 5: The Board of Directors shall hold a minimum of regular meetings in June, July and August with notification sent to each Director.
Section 6: Special Meetings of the Board of Directors may be called at the discretion of the President, by a petition of ten (10) voting members of the Foundation, or by action of three (3) Directors. All special meetings shall require ten (10) days written notification to the Board of Directors.
Section 7: Six (6) members shall constitute a quorum for the transaction of business at each Board of Directors meeting. Electronic attendance is permissible.
Section 8: The Board shall have authority to manage the affairs of the Foundation.
Section 9: The Board shall make such rules for their own government and for the government of the committees appointed by them, as they deem proper.
Section 10: The President shall appoint two (2) members of the Foundation to conduct a full audit of the accounts of the Foundation and prepare a written report with results and recommendations whenever a treasurer is succeeded by a new treasurer or two years after the previous audit whichever occurs first. A partial audit may be called for by the president as deemed necessary.
Section 11: Any Director who has resigned and/or has missed three (3) successive meetings of the Board of Directors without a valid reason may be replaced, by election of the Board of Directors.
Section 12: The Board of Directors must be responsible to communicate matters of extreme importance or of controversial nature to the membership. Prior to any action being taken all members must be given an opportunity to participate.
ARTICLE VI
Election
Section 1: A written listing of three (3) nominating committee members and the current Board of Directors with the terms of office indicated will be available to the membership at each annual meeting.
Section 2: New members of the Board of Directors will be elected to fill terms of those directors whose terms have expired. These elections shall be held at the annual membership meeting.
ARTICLE VII
Standing Committees
Section 1: There will be at least two standing committees of the Board of Directors, the Nominating and the Membership Committee. Members of these committees must be Foundation members but need not be Directors.
Section 2: The Nominating Committee is comprised of three (3) Foundation members on staggered three (3) year terms. The Board shall appoint a new nominating committee member each year at the June meeting of the Board of Directors. This committee shall select nominees to fill the vacancies on the Board that will exist on the following annual meeting date. The nominating committee will present the names of such nominees, who have consented to serve, if elected, at the time of the official call and notice of the annual meeting.
Section 3: The Nominating Committee Chair shall be the nominating committee member who has served two years on the nominating committee. If no one has served two (2) years the remaining members shall select a chair from the current committee. The Nominating Committee Chair will serve one (1) year.
Section 4: The duty of the Nominating Chair is to convene the committee for the purpose of completing the duties of the committee. In addition to nominations by the nominating committee, any member in good standing may nominate another member through the nominating process or from the floor at the annual membership meeting.
Section 5: The Membership Committee will contact those who have not paid annual dues by September. The Committee will recruit and personally welcome new members. The Treasurer will provide a current Foundation membership list when requested.
ARTICLE VIII
Membership
Section 1: Foundation membership is open to any individual who resides for at least one month each year on or within one mile of Black Oak Lake or who owns , directly or indirectly, through a trust, corporation, partnership, LLC or other entity, real estate on or within one mile of Black Oak Lake. Any family member of an individual who meets these requirements is also eligible. Family member is defined as spouse, father, mother son or daughter.
Section 2: Membership dues are payable annually. Dues from a married couple allow one vote only. The Board of Directors will establish the amount of the dues to be paid annually at the August meeting of The Board of Directors.
ARTICLE IX
Membership Meeting
Section 1: There shall be an annual membership meeting each year between June 25 and July 10th. Written notification shall be sent to all members.
Section 2: The order of business shall be a. Read and /or approve minutes of the previous annual meeting. All reports will be filed in writing and made available to the membership upon request. b. Read and approve Treasurer’s financial report and income statement. All reports will be filed in writing and made available to the membership upon request. c. Read and/or distribute and/or approve committee reports. All final reports will be filed in writing and made available to the membership upon request. d. Unfinished business. e. New business. f. Election of Board of Directors. g. Adjourn.
Section 3: Special meetings of the Foundation may be called by the President, three (3) members of the Board of Directors or by special petition of at least ten (10) voting members. All special meetings shall require ten (10) days written notification to the membership.
Section 4: All members shall have a right to be heard at the annual membership meeting, at all special meetings, and at all meetings of the Board of Directors.
Section 5: Twenty-five (25) of the voting membership shall constitute a quorum for the transaction of business at the annual membership meeting. A majority vote of the members present shall be necessary to approve or disapprove any business.
Section 6: No business shall be transacted at any meeting except that for which notice was given.
ARTICLE X
Voting
Section 1: There shall be only one vote per current paid membership.
Section 2: Voting may be conducted electronically, by voice vote or written ballot at all meetings.
Section 3: Absentee ballots and/or proxy votes and/or electronic balloting are permissible.
Section 4: A simple majority of eligible voters may amend the bylaws.
ARTICLE XI
Contracts, Loans, Checks and Deposits
Section 1: Only the president may assign an agent to enter into a contract or execute or deliver a contract on behalf of the Foundation.
Section 2: No indebtedness for borrowed money shall be issued in the name of the Foundation.
Section 3: All checks, drafts or orders for payment of money shall be accompanied by receipts and signed by those agents designated by the president.
Section 4: All funds of the Foundation shall be deposited to the credit of the Foundation in institutions selected by the Board of Directors.
Section 5: To the full extent provided by Wisconsin law, the Foundation 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 Foundation. The Foundation will purchase and maintain insurance against liability on behalf of Directors, Officers and others appointed by the Board of Directors to act on behalf of the Foundation.
ARTICLE XII
Rules of Order
Section 1: All meetings shall be conducted in accordance with Roberts’ Rules of Order.
Section 2: The fiscal year shall be from January 1 through December 31.
ARTICLE XIII
Amending The Bylaws
Section 1: Members may petition the Board of Directors for an amendment(s) to the bylaws in correct format.
Section 2: Amendments to the bylaws must be approved by the membership in accordance with Article 9 Section 5 and Article X.
Adopted July 31,2011