Bylaws

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ARTICLE I - NAME AND OBJECT OF CORPORATION

Section 1. Name. This Corporation shall be known as the Swan Lake Association, Inc., hereinafter called the Association.

Section 2. Purpose. The purposes of the Association are exclusively for charitable. educational. religious or scientific purposes within the meaning of Section 501 (cl (31 of the Internal Revenue Code. as amended from time to time.

Section 3. Further Statement of Purpose. As a further statement of purposes of the Association provided the same is not in conflict with the purposes as set forth above and provided for in the Amended Articles of Incorporation for the Association, the same shall be: to prevent pollution and to protect and improve the water quality and fishery of Swan Lake for the benefit of the general public; to maintain the beauty of the shoreline of Swan Lake; to strive to protect the integrity of wetlands; to improve boating safety on Swan Lake; to collect chemical, biological, and sociological information on Swan Lake and its environs as a basis for accomplishment of these purposes; to inform individuals, organizations, and governmental bodies on problems and possible corrective actions needed for the foregoing purposes; to inform and represent Swan Lake users, riparian owners, and Swan Lake Association members in their common interests; and so long as not precluded by law or not otherwise permitted such that the Association shall continue to be qualified as an exempt organization under Section 501 (cl [3] of the Internal Revenue Code of 1986 as amended from time to time.

Section 4. Fiscal year. The fiscal year for the Association shall be from July 1st to and through June 30th of the following year.

ARTICLE II - MEMBERSHIP

Section 1. Membership. Any person or entity with an interest in preserving the natural state of Swan Lake and the willingness to support the purposes of the Association is eligible for membership upon payment of dues and acceptance for membership by the Board of Directors. 

Section 2. Classes of membership. There shall be two classes of membership. One class is an individual membership consisting of either an individual or an entity. The second class of membership is a joint membership consisting of either a husband and wife, or a family, or joint owners of a single parcel of real estate.

Section 3. Vote. Each individual membership shall have one vote. Each joint membership shall have one vote regardless of the number of individuals who are included in said joint membership. For a member to retain the right to vote at any meeting of the Association, said member must be in good standing including, without limitation, being current on annual dues. Proxies will not be recognized.

Section 4. Non-Assignable. Membership and the rights and privileges of a member shall not be assignable.

Section 5. Annual dues. Annual dues shall be in the initial sum of $10.00. The amount of said dues may be changed by majority vote of the Board of Directors at a regular or special meeting of the Board of Directors.

Section 6. Members of Swan Lake Association. Members in good standing of Swan Lake Association, the predecessor to Swan Lake Association, Inc. shall be deemed the initial members of the Association.

ARTICLE III - GOVERNMENT

Section l. Board of Directors. The general management of the affairs of the Association shall be vested in the Board of Directors, who shall be elected as provided in Section 1 of Article V of these Bylaws. The number of directors shall be 9. 

Section 2. Officers. The officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. The same shall be selected from the members of the Board of Directors pursuant to the procedures set forth in Article V of these By-Laws.

ARTICLE IV - MEETINGS

Section 1. Annual Meeting of Members. The annual meeting of the members of the Association shall be held any time between April l st and October 1st on an annual basis. The specific date of said annual meeting shall be determined by the President and/or the Board of Directors. Notice of the time and place for holding the annual meeting shall be mailed, e-mailed or faxed to each member at least ten days prior thereto.

Section 2. Special meeting of the members. Special meetings of the members may be called bythe President at any time upon his or her initiative or by the President or Secretary upon a written request made by at least five members setting forth the purpose of said special meeting. Notice of said meeting shall be mailed, e-mailed or faxed to each member at least ten days prior to the meeting. At the special meeting only business that is specified in the Agenda may be considered.

Section 3. Lack of quorum. If a quorum is not present, the presiding officer may adjourn the meeting to a date and hour fixed by him/her.

Section 4. Order of business. At all meetings of the Association the order of business shall be as follows:

1. Determination of quorum's existence.
2. Reading of minutes of immediate prior meeting for information and approval.
3. Reports of officers.
4. Reports of committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Reading and approval of minutes of just held meeting, if requested.
9. Adjournment.

Section 5. Meetings of the board Meetings of the Board of Directors shall be called by the President whenever in his/her judgment it may be deemed necessary, or by the Secretary upon written request of any two members of the Board of Directors, which request shall set forth the purpose of said meeting. Five days’ notice of the meeting of the Board of Directors shall be given either by phone, mail, e-mail or fax to all directors, and shall be deemed sufficient notice of said meeting.

Section 6. Quorum for board meeting. A majority of the Board of Directors shall constitute a quorum.

ARTICLE V - ELECTION OF DIRECTORS AND OFFICERS

Section 1. Election of directors. The directors of the Association shall be elected at the annual meeting. Each member in good standing shall be entitled to one vote for each director to be elected and the candidate receiving a majority of the votes cast shall be declared elected. No cumulative voting shall be permitted. In addition to the slate of candidates for directorships as recommended by the nominating committee, nominations for directorships may be made from the floor at the time of the annual meeting.

Section 2. Qualifications. All persons who are elected to directorship shall be members in good standing of the Association at the time of their election and shall maintain themselves in good standing during their term as director.

Section 3. Classes of directors. The initial Board of Directors shall consist of the directors who are on the board of the Association's predecessor-in-interest, Swan Lake Association. The initial term of office of the directors for the Association shall correspond with the remaining term which each director has on his/her term. Upon expiration of said remaining term, for the elections in 1997, three directors shall be elected, one with a geographic affiliation to the northerly side of Swan Lake and two with a geographic affiliation to the southerly side of Swan Lake; for the elections in 1998, two directors shall be elected, one with a geographic affiliation to the northerly side of Swan Lake and one with a geographic affiliation to the southerly side of Swan Lake; for the election for 1999, three directors shall be elected, two with a geographic affiliation to the northerly side of Swan Lake and one with a geographic affiliation to the southerly side. Commencing with the elections in 1997, each director shall be elected for a term of three years.

Section 4. Election of officers. Annually, the Board of Directors shall elect from among their members a President, a Vice President, a Secretary, and a Treasurer. The meeting of the Board of Directors to elect officers shall be held within 60 days following the close of the membership annual meeting. Each Officer shall be elected for a term of two years. 

Officers shall be members in good standing of the Association throughout the term of their office. Officers shall not be eligible to hold the same office for more than two consecutive terms.

Section 5. Nominating committee. The President shall appoint a nominating committee to recommend to the membership a slate of directors. Said nominating committee shall consist of up to three persons who are members in good standing of the Association, one of which shall be a current board member. If said nominating committee consists of but one person, the same shall be a current board member. 

ARTICLE VI - VACANCIES IN OFFICE

If a vacancy occurs among the officers or in the Board of Directors, the vacancy shall be filled for the unexpired term by the Board of Directors by majority vote.

ARTICLE VII DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Association and the Board of Directors and shall appoint such committees as he/she or the Association shall consider expedient or necessary.

Section 2. Vice President. In the absence of the President, the Vice President shall perform the President's duties. The Vice President shall perform such other and additional duties as directed by the President.

Section 3. Secretary.  The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors: shall, if requested, read such minutes from the prior meeting at the beginning of each meeting for approval; and shall provide all notices for meetings for the Association or the Board of Directors. He/She shall perform such other duties as may be required of him/her by the Bylaws, the President, or the Board of Directors.

Section 4. Treasurer. The Treasurer shall have charge of all receipts of monies of the Association, deposit them in the name of the Association in a bank approved by the Board of Directors, and disburse funds as authorized by the Board of Directors. He/She shall keep a regular account of receipts and disbursements, submit records when requested, and give an itemized statement at regular meetings of the Association. He/She shall keep accurate account and collect all application fees, dues and charges due from members, and perform such other duties as may be required of him/her by the Bylaws, the President, or the Board of Directors.

Section 5. Execution of instruments. The President and the Secretary shall, on being so directed by the Board, sign all leases, contracts, or other instruments in writing. The Secretary, Treasurer, Vice President, or President may sign checks and withdrawal slips on behalf of the Association upon any and all of its bank accounts. Only one signature shall be required.

Section 6. Debts. The Association shall not be liable for any debt incurred by anyone, including members of the Association, except for those debts incurred by one or more of the officers as provided for pursuant to their duties.

ARTICLE VIII - DUTIES AND POWER OF BOARD OF DIRECTORS

Section 1. Management of association. The Board of Directors shall have general charge and management of the affairs, funds, and property of the Association. The board shall have full power, and it shall be the Board's duty, to carry out the purposes of the Association according to its Articles of Incorporation and Bylaws; to determine whether the conduct of any member is detrimental to the welfare of the Association; and to fix the penalty for such misconduct or any violation of the Bylaws or Rules.

Section 2. Appointment of committees. The Board of Directors may appoint such committees as it deems necessary; it may vote the expenditure of moneys as it deems necessary or advisable; and it may contract for the lease or purchase in the name of the Association of water rights, properties, or facilities to further the purpose of the Association.

Section 3. No authority to impose liability on members. The Board of Directors shall not impose any liability or levy any assessment upon the members.

ARTICLE IX - COMPENSATION OF DIRECTORS AND OFFICERS

Neither the officers, directors, nor members serving on committees shall receive any salary or compensation for services rendered to the Association.

ARTICLE X - APPLICATION FEES AND DUES

Section 1.  Fees. All persons or entities applying for membership shall submit fees in an amount, as determined from time to time by the Board of Directors, which shall become the property of the Association and constitute an application fee for membership. Upon approval of the applicant for membership by the Board of Directors, said fee shall be considered the annual dues payment for the year in which the initial membership is approved. If said person or entity is not approved for membership, said fee shall be returned.

Section 2. Action on applications. Action by the Board of Directors upon applications for membership shall be taken by the Board of Directors at its next meeting which occurs after the date of receipt of the payment of fee and declaration of affiliation. In the event a fee and declaration of affiliation is received by the Board during an annual meeting, the same may be referred for action at the next meeting of the board, at the board's sole discretion.

Section 3. Annual dues. All persons or entities who are members of the Association shall pay, on a timely basis, the annual dues in order to maintain their membership in good standing. Said annual dues shall be set in an amount as determined pursuant to the procedures set forth in Section 5 of Article II herein.

Section 4. Time for payment of dues. The annual dues shall be payable on or before July 1st of each year and shall be paid to the Treasurer.

Section 5. Loss of privileges. Any members whose dues are unpaid on October 1 of any year shall no longer be deemed a member in good standing of the Association and shall automatically cease to be a member. If within 15 months of October 1st of the year for which the dues are delinquent all outstanding and unpaid dues are paid current by said member, said member shall be reinstated without making reapplication for membership in the Association as

provided for in Section I of Article X as above.

ARTICLE XI - NOTICES

All notices to members shall be mailed, e-mailed or faxed to their addresses as stated on the records of the Association. Such mailing shall constitute presumptive evidence of service thereof.

ARTICLE XII - RULES OF ORDER

Section 1. Robert's Rules of Order shall govern the proceedings of all meetings of the Association and its constituent parts except as provided in these Bylaws.

Section 2. Quorum at any Annual or Special Meeting of the members of the Association shall consist of 10% of the members, in good standing, of the Association.

ARTICLE XII - PROPERTY

The Association may dissolve and wind up its affairs in the manner provided by Chapter 181 of Wisconsin Statutes, but upon such dissolution, the assets of the Association shall be applied and distributed as follows:

1. All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions made therefore.
2. Assets held by the corporation on a condition requiring the return, transfer or conveyance, which condition occurs by reason of dissolution, shall be returned, transferred or conveyed in accordance with such requirement.
3. The remaining assets held by the corporation, upon dissolution of the corporation, shall be distributed to one or more organization(s) who have one or more exempt purposes within the meaning of Section 501 [c] [3] of the Internal Revenue Code as amended from time to time, and qualify as an exempt organization pursuant to Section 501 [c] [3], with preference in said distribution given to those organizations whose exempt purposes are the same of similar to this corporation's.
4. The organizations to which the remaining assets held by the corporation shall be transferred or conveyed in accordance with paragraph 3, above, shall be designated by the Board of Directors and included in the plans for dissolution to be voted upon be members of the corporation.

ARTICLE XIV - AMENDMENTS

These Bylaws may be amended only by a ¾ vote of the members present at an annual or special meeting of the Association, provided notice of the purport of proposed amendment has been stated in the Agenda accompanying the notice for the meeting.

The preceding Bylaws of Swan Lake Association, Inc. were adopted by the members present having voting rights on the 18th day of May, 1998.

The preceding Amendments to the Bylaws of Swan Lake Association, Inc. (underscored in the text) were adopted by the members present having voting rights on the 30th day of November, 1998.

The preceding Amendments to the Bylaws of Swan Lake Association, Inc. (underscored in the text) were adopted by the members present having voting rights on the 19th day of July, 2010.

Original copies adopted, signed and dated the 18th day of May, 1998, the 30th day of November, 1998, and the 19th day of July, 2010 are on file in records of Swan Lake Association, Inc.