Bylaws
BYLAWS OF THE CHILD, GIRL, WOMAN LAKES AREA ASSOCIATION
Revised May 21, 2015
This instrument constitutes the Bylaws of the Child, Girl and Woman Lakes Area Association adopted for the purpose of regulating and managing the internal affairs of the corporation.
I. Mission Statement
The mission of the Child, Girl and Woman Lakes Area Association is to promote the improvement of living, recreational, environmental and ecological conditions on lakes and waterways served by the Association. The mission of the Association will be at all times carried out consistent with its purpose as stated in its Articles of Incorporation.
II. Membership
A. Eligibility
Any one is eligible to join the CGWLAA including those who do not live on or own property on the WomanLake chain. All members will have equal rights and privileges of membership including, but not limited to, the right to vote, receive the Association’s newsletter and membership directory, and full participation in any of its programs. (see also Sections II B & C).
B. Voting
There will be one vote allowed for each paid up membership.
C. Evidence of Membership
Membership in good standing shall be evidenced by the receipt of the annual membership dues payment.
D. Dues and Special Assessment
1) Dues:
Annual membership dues amount, frequency of assessment and method of collection will be established by the Board of Directors from time to time as necessary to meet financial obligations and to further the Association’s purpose and mission.
2) Special Assessments:
In addition to dues, the Board of Directors may recommend from time to time special assessment(s) necessary to address a specific need, fund a special program, etc.
E. Membership Meetings
1) Annual Meeting:
The Board of Directors shall set the date, time and place of the annual membership meeting. Member notification of the above shall be made at least twenty (60) days prior to the meeting date identified. Such notice will appear in a timely fashion in a Longville/Hackensack area newspaper. Also, when possible, notice may also appear in the Association’s spring/summer newsletter. Normally, the Annual Meeting will be held the first Saturday in August at a facility in the Longville area. However, the Board of Directors may identify another date as circumstances dictate. All matters pertinent to the mission and purpose of the Association may be presented at the Annual Meeting for discussion or action.
2) Special Meetings:
Special membership meetings may be called by the President or by three other members of Board of Directors by filing a notice with the Secretary at least twenty (20) days prior to the meeting date requested. Such notice will state the time, place and general purpose of the special meeting. Special membership meetings may also be called by members in accordance with Minnesota Statue Section 317A.433.
It will be the duty of the Secretary to notify members of the special meeting at least fifteen (15) days prior to the date of the meeting. Such notice must contain the date, time, place and general purpose of the meeting. Proper notice will be made through a posting in a Longville/Hackensack area newspaper. Additionally, mail, email, telephone or a combination of these methods may be used for notification purposes. Such notification will be directed to the members’ permanent residences. Only such matters as pertain to the purpose of the meeting as stated in the notice may be considered at the special meeting.
3) Quorum:
A quorum at any meeting of members shall be those in attendance.
III. Organization
A. Officers
1) Positions:
The elected officers of the corporation shall be a President, Vice President, Secretary and Treasurer.
2) Duties:
The duties of the officers of this corporation shall be:
a. President: The President shall be the chief executive officer of the corporation and shall be responsible for the day to day operations of the corporation. The President shall have the duties as set out in Minnesota Statute Section 317A.305, as amended from time to time.
b. Vice President: The Vice President shall assist the President in the business of the corporation. The Vice President shall preside at meetings in the President’s absence.
c. Secretary: The Secretary shall attend all meetings of the Board of Directors and any member meetings, keep the minutes of such meetings, give notices, and keep records as assigned.
d. Treasurer: The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, and disbursing corporate funds as authorized. The Treasurer will have the duties as set out in Minnesota Statute Section 317A.305, as amended from time to time.
e. Position Descriptions: From time to time the Board of Directors may add to, delete or otherwise amend the duties of the officers.
3) Board Membership:
The officers of the corporation shall be ex officio voting members of the Board of Directors.
4) Qualifications:
Officers must be voting Association members in good standing.
5) Term of Office:
Officers shall be elected by the membership at the Annual Meeting to serve for a term of two years. There shall be no limit on the number of terms that an officer may serve. The President and Secretary will be elected on odd numbered years. The Vice President and Treasurer will be elected on even numbered years.
6) Nominations:
See Section III.D.1.
7) Vacancies:
An officer vacancy occurring for any reason, including resignation, shall be filled by the Board of Directors through the appointment of any Association member in good standing. Such appointment will be for the balance of the officer’s unexpired term.
B. Board of Directors
1) Number:
The affairs of the Association shall be managed by a Board of Directors. The number of directors comprising the Board of Directors shall be a minimum of nine (9). Five (5) directors will be elected at large by the members at the Annual Meeting. The other four (4) directors will be the officers of the Association. The chairs of any standing committees are ex officio directors in accordance with Section III.C.
2) Qualifications:
Directors must be voting Association members in good standing.
3) Duties:
The directors shall develop and carry out policies, programs and initiatives consistent with and supportive of the Association’s purpose and mission.
4) Term of Office:
An at large director will be elected to serve for a term of two (2) years and may be renominated for additional terms in accordance with Section III.D.1. There shall be no limit on the number of terms that a director may serve.
5) Nominations:
See Section III.D.1.
6) Vacancies:
An at large director vacancy occurring for any reason, including resignation, shall be filled by a majority vote of the remaining Board of Directors through the appointment of any Association member in good standing. Such appointment will be for the balance of the director’s unexpired term.
7) Chairpersons:
The President and Vice President shall serve as the Board of Directors chair and vice chair respectively.
8) Quorum:
Fifty percent (50%) of all directors shall be sufficient to constitute a quorum necessary to conduct business at any meeting of the Board of Directors. The affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.
9) Meetings of the Board of Directors:
a. Frequency:
The Board shall meet once a month from May through October at a date, time and place determined by the President, with the directors being notified accordingly.
Special Meetings:
Special meetings of the Board may be called at any time by the President or by three (3) other Board members upon giving five (5) days notice to all the Board members of the date, time and place of the meeting. This notice may be given by mail, telephone, electronic mail, facsimile communication or in person.
b. Meeting Form:
Board meetings may be conducted:
i. on a face-to-face in person basis; or
ii. by one or more means of remote communication through which all of the directors have the opportunity to participate in the meeting, if notice is given of the meeting required by Minnesota Statute Section 317A.231 subdivision 4, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at the meeting. “Remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.
c. Board Actions Permitted Without Meetings:
An action required or permitted to be taken at a meeting of the Board may be taken by written action signed, or consented to by authenticated electronic communication by CGWLPOA Bylaws, August 2013, the directors in accordance with Minnesota Statute Section 317A.239.
It will be the duty of the Secretary to notify members of the special meeting at least fifteen (15) days prior to the date of the meeting. Such notice must contain the date, time, place and general purpose of the meeting. Proper notice will be made through a posting in a Longville/Hackensack area newspaper. Additionally, mail, e-mail, telephone or a combination of these methods may be used for notification purposes. Such notification will be directed to the members’ permanent residences. Only such matters as pertain to the purpose of the meeting as stated in the notice may be considered at the special meeting.
C. Committees
1) General:
The Board of Directors may establish, organize, reorganize and disband committees at any time to further the purpose and mission of the Association. Such committees established by the Board will be designated as either a standing committee (objectives or purpose which are continuing in nature) or a special task team (usually established to perform a limited number of tasks in a specific time period and then decommissioned). Both types of committees will have such authority and responsibilities as determined by the Board.
2) Committee Appointment:
The Board of Directors shall appoint standing committee chairs and task team leaders. The Board may periodically renew or vacate these appointments. Chairpersons and team leads may ask other Association members to serve with them on such committees A standing committee or task team chair position may be filled by an elected director or officer of the Association.
3) Board of Directors Membership:
Association members appointed chairs of standing committees shall be ex officio members of the Board of Directors with voting rights. Task team leaders are not members of the Board.
D. Other Organizational Considerations (Officers, Directors, Committee Members)
1) Nominations for elective positions (atlarge Directors and Officers):
a. Nominations for the at large directors and officer positions will be made by the Board of Directors at least thirty (30) days prior to the Annual Meeting. The nominees will be presented as one slate at the Annual Meeting. It is desired, but not a requirement, that three (3) of the director nominees represent Woman Lake that one (1) director nominee each will represent Child and Girl Lakes respectively.
b. Nominations for directors and officers will also be taken from the floor at the Annual Meeting.
c: All nominees for directors and officers must be members of the Association in good standing who have agreed to serve if elected.
2) Insurance:
The Board of Directors may, in its sole discretion, have the corporation buy and maintain insurance in the manner and to the full extent permitted by Minnesota Statutes Section 317A.521, subdivision 7, as amended from time to time.
3) Indemnification:
Minnesota Statutes Section 317A.521, as amended from time to time, shall govern the indemnification of persons made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined in the statute) of the person in accordance with and to the full extent permitted by that statute.
4) Compensation:
Officers, Board members and committee members shall serve without compensation. Expenses incurred in carrying out the business of the Association will be reimbursed upon presentation of receipts.
IV. Amendment of Bylaws
From time to time all of the Bylaws of this Corporation, except to te extent prohibilited by law may be adopted, amended or repealed either by action of a majority vote of the Board of Directors present at any regular or special meeting at which a quorum has been established or a majority vote of the membership present at any annual or special meeting.
V. Legal Compliance
If any provision of these Bylaws should be or become contrary to any applicable law, then these Bylaws will be amended only to the extent necessary to become compliant with the law and in all other respects will remain in full force and effect.
The President and Secretary of the Association do hereby attest that these Bylaws were duly approved and adopted in place of the Bylaws of the Association then in effect at the monthly meeting of the Board of directors of the Association held on May 21, 2015.