(Note: as of 1/30/03, a modification to the By-Laws will be proposed at
the 2003 annual meeting. A section
detailing the length of term for non-officers of the board was omitted.)
TURTLE LAKE IMPROVEMENT AND PROTECTIVE ASSOCIATION, INC.
ARTICLES & BY-LAWS
ARTICLE I. TITLE
Section 1. The name of the corporation shall be Turtle Lake Improvement and Protective Association, Inc.
ARTICLE II. PURPOSE
Section 1. The purpose of this corporation shall be to protect the water, land, and landowners of Turtle Lake. It shall also be to improve the water, land, and conditions that do or may exist therein.
ARTICLE III. OBJECT
Section 1. The corporation elects to become subject to Chapter 181 of the Wisconsin Statutes.
ARTICLE IV. MEMBERSHIP
Section 1. Member: Any person who owns real estate in the area bounded by County Road A on the North, County Road P on the East, Turtle Lake Road on the South, and Johnson Road on the West of Turtle Lake in the Town of Richmond T 3 N-R.15 E is eligible.
Section 2. Associate Member: Any person who does not own real estate in the above outlined area, but has an interest in the purpose of the Turtle Lake Improvement and Protective Association, Inc. is eligible. An Associate Member has the same privileges as a member (including serving on committees), but may not hold a position as Director or Officer of the Association, and does not have voting privileges.
ARTICLE V. DIRECTORS AND OFFICERS
Section 1. The governing body of the Association shall consist of five (5) member Directors and that of the President, Vice President, Secretary, Treasurer and immediate past President, and be allowed to have a vote at all Board meetings, therefore making ten (10) voting members, including the five Directors. In case of even numbered votes, the past President will abstain from voting.
Section 2. The general officers shall be President, Vice President, Treasurer and Secretary. The same person may hold the offices of Treasurer and Secretary. The Board of Directors may provide for the appointment and select such additional officers as they may deem for the best.
Section 3. The President, with the approval of the Board of Directors, may fill any vacancy occurring in the Board of Directors between annual meetings of the members, as well as a vacancy in any of the offices.
Section 4. There shall be no compensation paid to the officers for the services rendered to the Association.
ARTICLE VI. DUES & PRIVILEGES
Section 1a. Property Owner/Owners: Each owner that pays $25.00 annual dues shall have one (1) vote. As a paid-up member they are eligible to hold office and serve on committees.
Section 1b. Associate Members: Interested parties that pay $15.00 annual dues shall be eligible to serve on committees. They cannot hold office or vote.
Section 2. All monies collected from membership fees or other sources shall be deposited in a general fund for the purpose of operating the Association, making whatever disbursements the Board of Directors or the members at a general or special meeting may by majority vote decide.
Section 3. Annual dues are payable June 1st.
ARTICLE VII. MEETINGS
Section 1. The annual meeting of the members shall be held on the last Saturday of June each year, as per notification. Special meetings may be held anytime as the President of the Board of Directors may deem necessary.
Section 2. At least 30 days notice of each meeting of the members of the Association (except the annual meeting) shall be given by mail and addressed to each member at his/her post office or Email address as it appears on the books of the Association. If this notice is for a special meeting, the purpose and object of the meeting shall be stated in the notice. No other business than that stated in the notice shall be transacted at a special meeting until the business mentioned in such notice has been disposed of.
Section 3. Ten percent of the membership shall constitute a quorum at any meeting of the members of the Association. In the absence of a quorum the meeting may be adjourned to a time and place to be fixed by the Presiding Officer, and the Secretary shall send notices to all members of such adjournment.
Section 4. Special meetings of the Board of Directors may be held at any time or place on call of the President or any Director. Notice of such meetings to be given by mail, Email, in person or by telephone at least seven (7) days prior to the date thereof.
Section 5. Three (3) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the quorum the presiding officer may adjourn any meeting to such time and place as may be determined by the members present, of which notice shall be given to the absent members.
Section 6. Any Director, who shall be absent from three consecutive meetings of the Board of Directors, including special and general meetings, without being excused by the President, shall be suspended as a Director and the Secretary shall notify them of such suspension. Such suspended Director may appear at the next Board of Directors meeting and explain their reason for absence and the Board of Directors by majority vote may reinstate or expel such director. Failure to appear at the next Directors meeting, following the notification of the Secretary shall automatically expel such Director and they shall be so notified by the Secretary.
ARTICLE VIII. ORDER OF BUSINESS
At the annual meeting of the members, the order of business shall conform to the following general outline:
1. Proof of notice of meeting
2. Reading by the Secretary and disposal of Minutes of the last annual meeting
3. Treasurer’s Report
4. Reports by Other Officers
5. Committee Reports by Chairpersons
6. Nominating Committee Report
7. Nominations from the Floor
8. Election of Officers and Board
9. Old Business
10. New Business
11. Adjournment
Adjourned Meetings: If a quorum is not present at any duly assembled meeting of the members - either annual or special - a majority of the members present or by proxy at the time and place at which the meeting shall have been called, may adjourn the same without notice other than by announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called and notified.
ARTICLE IX. COMMITTEES
Section 1. The Board or Directors shall appoint committees, either standing or temporary and describe the duties, powers and duration thereof.
Section 2. Any past President appointed by the Board of Directors will chair the Nominating Committee.
Section 3. The Standing Committees shall consist of:
1. Finance
2. Lake Improvement
3. Lake Watch
4. Membership
5. Nominating
6. Ways and Means
ARTICLE X. DUTIES OF OFFICERS
Section 1. It shall be the duty of the President to preside at all meetings of the members and at all meetings of the Board of Directors, sign all contracts and agreements and countersign all voucher checks. The President will have general supervision over all officers, directors and the affairs of the Association.
Section 2. It shall be the duty of the Vice President or one of the Vice Presidents, in the absence of the President or in the event of their inability to act, to perform the duties of the President.
Section 3. It shall be the duty of the Secretary to countersign all contracts and agreements by the President, affix the seal of the Corporation to such papers executed on behalf of the Corporation as shall be required or directed to be sealed, keep a record of the proceedings of the meetings of the members of the Association and of the Board of Directors, and safely and systematically keep all books, papers, records, and documents belonging to the Corporation or in any way pertaining to the business and affairs thereof.
Section 4. It shall be the duty of the Treasurer to keep and account for all monies and funds of the Corporation which shall come into their hands; keep an accurate record of all monies received and disbursed and render such accounts and statements of monies received and disbursed and of monies on hand as may be required, take and keep proper vouchers of all monies disbursed and perform all matters pertaining to their office as shall be required by the Board of Directors.
Section 5. It shall be the duty of each and every Officer of the Corporation to perform, in addition to the duties herein specifically set forth, such other duties as naturally or ordinarily pertain to their respective offices, and such other duties as may from time to time be imposed upon them by the Board of Directors.
ARTICLE XI. VOTING POWER OF THE MEMBER
Section 1. Any property owner who is a member in good standing is entitled to cast one (1) vote in person or by proxy. All rights of membership go with the proxy.
ARTICLE XII. PROXIES
Proxies shall be in writing and shall be signed and sealed by the member and may be in the following or similar form:
Membership Proxy Lot ________________, Block ___________________
Turtle Lake Improvement and Protective Association, Inc.
Known to all men by these present, that I do hereby constitute and appoint __________________________
my true and lawful attorney to represent me at the ______________ (annual, special) meeting of the members to be held on the _________ day of ___________________, ______ and to vote, for me in my name and stead, the one (1) vote to which I am entitled, and I hereby grant my said attorney all of the powers that I should possess if f personally present.
Dated___________ day of ___________________, ___________.
(Signed)_____________________________
Notarized By__________________________________
Such proxy shall be filed with Secretary either at the time of the meeting at which voting right is to be exercised or may be mailed to the Secretary prior to the date of the meeting.
ARTICLE XIII. SUSPENSION
Section 1. A member may be suspended from the Association if he should fail to pay his dues or assessments on or before the last Saturday in August of the current year, or for using the name of the Association for any personal grievance without being authorized to do so by the Executive Board. Reasons for suspension shall be presented to the Board for official action.
ARTICLE XIV. NOMINATION, ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Nomination Committee will present names at the annual meeting.
Section 2. Names may also be presented from the floor at the annual meeting.
Section 3. All Officers shall be elected for one (1) year.
ARTICLE XV. MISCELLANEOUS PROVISIONS
Section 1. All checks issued in the name of the Association will require two (2) signatures – one of the Treasurer and one of the President.
ARTICLE XVI. AMENDMENT OF BY LAWS
These By laws may be amended at any annual meeting of the members or at any special meeting of the members, provided due notice of the intention to propose amendments to the By laws is contained in said notice. A majority of the votes cast at any such meeting, a quorum being present, shall be sufficient to adopt a By law.
Revised and updated 8/13/02
MLB