- Article I – PURPOSE
- Article II – STATUS AND LIMITATIONS
- Article III – MEMBERSHIP
- Article IV – VOTING
- Article V – MEMBERSHIP MEETINGS
- Article VI – BOARD OF DIRECTORS
- Article VII – OFFICERS
- Article VIII – COMMITTEES
- Article IX – MISCELLANEOUS PROVISIONS
- Article X – ADOPTION AND AMENDMENTS
Article I – PURPOSE
Section 1.1 – PURPOSE.
The purpose of the Association is to preserve and protect Lake Lucerne and its surroundings, and to enhance the water quality, fishery, boating safety, and aesthetic values of Lake Lucerne, as a public recreational facility for today and for future generations.
Article II – STATUS AND LIMITATIONS
Section 2.1 STATUS AND LIMITATIONS.
To carry out the program of the Association and to make effective representations on behalf of its members, the Association shall be organized as a non-profit, non-stock corporation under Chapter 181 of the Wisconsin Statutes. (Sections of the Statutes are cited throughout these bylaws.) No asset of the association shall benefit any officer or member. The Association shall not participate in partisan political activity.
Article III – MEMBERSHIP
Section 3.1 – 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 within one mile of the lake for which the association was incorporated; or (c) resides on or within one mile of the lake at least one month each year.
Section 3.2 – DUES:
Dues shall be paid on a calendar year basis. Dues must be paid before August 1st (or on date of Fun Days) to be eligible to vote at the annual meeting. Anon-transferable lifetime membership is available.
Section 3.3 TERMINATION OF MEMBERSHIP:
The Board of Directors, by affirmative vote of two thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate Hearing.
Article IV – VOTING
Section 4.1 ELIGIBLE VOTERS.
Up to two individuals, who are members in good standing, 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 4.2 – CASTING BALLOTS.
A member must be present at the meeting at the time the vote is called to vote. No member may vote by proxy. All votes shall be counted by a show of hands unless otherwise specified in these By-laws. Absentee voting is allowed for election of board members only. Election of board members will be by paper ballot.
Section 4.3 – ABSENTEE BALLOTS.
Members wishing to vote for the Board by absentee ballot must request a ballot from the Secretary at least 10 days prior to the annual meeting. The ballot shall be returned in a sealed envelope clearly marked ‘BALLOT,’ shall contain the name of the member on the outside of the envelope and shall be opened after the ballots are cast at the annual meeting.
Section 4.4 – OTHER.
Other issues may be voted on at the Spring or Annual meeting by the membership if there is a quorum and it is within the approved budget.
Section 4.5 – REFERENDA.
The Board of Directors (with membership approval) may at any time solicit reactions from members through a mail survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered advisory or binding on the Board. The annual meeting may initiate an advisory referendum and shall specify the exact wording of the question and the required follow-up action by the Board. Members shall have 30 days to return response forms. Results of the referendum shall be announced at a membership meeting or in printed form within 90 days of the response deadline.
Section 4.6 – LAKE USAGE.
Any vote that comes before the LLAA that is specific to lake usage, lake restriction or any lake activity; i.e.. speed limits, skiing restrictions, buoys, motor size, boat size, fishing restrictions, etc. will require a majority of not only the members of the LLAA, but including all lake property owners who are not members of the LLAA.
Article V – MEMBERSHIP MEETINGS
Section 5.1 – ANNUAL MEETING.
The annual meeting of the Association shall be held in the vicinity of Lake Lucerne on or about Labor Day weekend with the date and time designated by the President. The agenda of the annual meeting shall include elections, discussion of projects, adoption of a budget, member concerns, and an educational program. Nominations for Board elections will be done at the June meeting.
Section 5.2 – 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 15% of the members or six members, whichever is greater. The agenda of a special meeting may include any items properly brought before an annual meeting. Only those matters described in the notice shall be discussed
at the meeting.
Section 5.3 – INFORMATIONAL MEETING OR SOCIAL EVENT.
The Association may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for its members and their guests. It may also sponsor fund-raising activities. If business is to be conducted at such events, the notice requirement for special meetings must be met.
Section 5.4 – NOTIFICATION.
Every annual or special meeting must be preceded by notice to paid members and members from the preceding year who have not yet renewed their membership. Notification may be by hand delivery or by mail at least 30 days, but not more than 50, prior to annual meetings and at least 15 days, but not more than 50, prior to special meetings. The notice shall summarize any proposed changes in the By-laws, shall highlight any proposals to dissolve the Association, and shall include a description of the matter or matters for which the meeting was called. [Wis. Statutes 181.0705]Section 5.5 – 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.
[Wis. Statutes 181.0722]
Section 5.6 – PROCEDURE.
Standard parliamentary procedures will be used to administer meetings, of the Board of Directors, and of the Association committees 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 6.1 – 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. [Wis. Statutes 181.0801]
Section 6.2 – COMPOSITION.
The Board of Directors shall include the President, Vice-President, Secretary, Treasurer, four (4) at large directors, and the past President. [Wis. Statutes 181.0803]
Section 6.3 – ELECTIONS.
The Board of Directors shall nominate one or more members for each vacant position on the Board. Additional nominations of members, present at the spring meeting and willing to serve, shall be taken from the floor. Acceptance of nominations can also be by letter of interest. All elections for the Board shall be conducted by secret, written ballot at each annual meeting. [Wis. Statutes 181.0804]
Section 6.4 – TERMS OF OFFICE.
Directors are elected for two-year terms. Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later. The terms of office of President, and secretary, and two at-large directors expire in odd-numbered years. The terms of office of, Vice-President, Treasurer, and two at-large directors expire in even-numbered years. [Wis. Statutes 181.0805]
Section 6.5 – BOARD MEETINGS.
The new Board shall meet within 60 days of the annual meeting and at least one other time prior to the next 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 three 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 members. Decisions shall be made by majority vote of director’s present, with the President voting only to break ties. Between meetings, the President may solicit decisions from the Board through written communications. [Wis. Statutes 181.0820, 181.0824]
Section 6.6 VACANCIES.
Any director who misses two consecutive meetings without good cause as determined by the Board may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the directors then in office, although less than a quorum but at least two. [Wis. Statutes 181.0808; 181.0811]
Section 6.7 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 incurred while on Association business.
Article VII – OFFICERS
Section 7.1 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 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. [Wis. Statutes 181.0841]
Section 7.2 – 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. The Vice President shall arrange for the educational segment of the annual meeting and carry out other assignments at the request of the President. [Wis. Statutes 181.0841]
Section 7.3 – 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 member 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 and shall prepare the Association newsletter unless an editor is appointed to do so. The Secretary shall serve on the Membership Committee. [Wis. Statutes 181.0841]
Section 7.4 TREASURER.
The Treasurer shall maintain the financial records of the Association and shall co-sign all checks over $1,000, along with another authorized association officer. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget to the annual meeting. To provide checks and balances for the funds of the LLAA, only the President and Secretary shall have access to the Post Office Box, and shall receive all mail. Further, the Treasurer shall make available to the President and Secretary, on a quarterly basis, the reconciled Bank Statements of all accounts of the LLAA. The Treasurer shall serve on the Finance Committee. [Wis. Statutes 181.0841]
Section 7.5 – MULTIPLE OFFICE HOLDING.
The same person may not hold the offices of Vice President and Treasurer or the offices of Secretary and Treasurer. [Wis. Statutes 181.0840]
Article VIII – COMMITTEES
Section 8.1 – MEMBERSHIP COMMITTEE.
The Membership Committee shall initiate plans for recruiting of new members and retention of members.
Section 8.2 – SOCIAL COMMITTEE.
The Social Committee shall provide refreshments at the Annual Meeting and, after receiving Board approval, shall organize and publicize other social events to be sponsored by the Association.
Section 8.3 – FINANCE COMMITTEE.
The Finance Committee shall recommend fund-raising activities to the Board and, after receiving Board approval, shall organize such activities. The Finance Committee shall also annually audit the financial records of the Association.
Section 8.4 – FISHING AND WATER QUALITY COMMITTEE.
The Fishing and Water Quality Committee shall represent the Association at Department of Natural Resources hearings and at local meetings relating to in-lake water quality, fish and wildlife habitat, and water levels. The Committee shall offer proposals to the Board regarding water quality monitoring and ecological management of the fishery
Section 8.5 – AQUATIC PLANT, ALGAE COMMITTEE AND WATER QUALITY.
The Aquatic Plant and Algae Control Committee shall represent the Association at Department of Natural Resources hearings and at local meetings relating to the control of nuisance plants and to the protection of desirable vegetation. The Committee shall offer proposals to the Board for a vegetation management plan and may be delegated responsibility to implement such a plan.
Section 8.6 – ELECTION COMMITTEE.
Implement and supervise the procedures for absentee voting and the collection and counting of ballots during elections.
Section 8.7 -COMMUNICATION COMMITTEE.
Provide information to the membership via the Association website and emails of ongoing Association activities.
Section 8.8 – OTHER COMMITTEES.
The President may appoint such other committees as are deemed necessary to support the efforts of the Board.
Article IX – MISCELLANEOUS PROVISIONS
Section 9.1 – 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. [Wis. Statutes 181.0872]
Section 9.2 – FISCALYEAR.
The records and accounts of the Association shall be maintained on a calendar year basis.
Section 9.3 – 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 X – ADOPTION AND AMENDMENTS
Section 10.1 ADOPTION.
These By-laws, and any amendments thereto, may be adopted in writing at regular meeting, same to be laid over for consideration until the next regular 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. [Wis. Statutes 181.1002-181.1021]
Article XI DISSOLUTION
Section 11.1 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. [Wis. Statutes 181.1401; 181.1403]
As published in the 2019 Spring Newsletter