BY-LAWS
ISLAND CHAIN OF LAKES ASSOCIATION, INC.
Article I – PURPOSE
The purpose of the Island Chain of Lakes Association, Inc. is to serve as an advocate for the natural beauty of Island, McCann, Clear and Chain Lakes by exhibiting knowledge, appreciation and respect for these abundant natural resources. The mission of this association is to provide education about these lakes, water quality and water related issues as well as to protect, maintain and enhance recreational opportunities on these lakes.
Article II – 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 1 – ELIGIBILITY: Membership in the Association shall consist of (a) lakeshore property owners of Island, McCann, Clear and Chain Lakes, and (b) any other, individual, family, business, or organization. Voting membership is limited to lakeshore property owners in good standing (dues paid for the current calendar year) and shall be limited to one vote per membership, regardless of number of owners or properties. Non-voting membership is open to anyone that wishes to have knowledge of the activities of the Association. Section 2 – DUES: Dues shall be determined annually by the Board and paid on a calendar year basis.
Article IV – VOTING
Section 1 – VOTING: Each paid membership (as defined above) may cast only one vote on any question called to a vote. (181.0610)
Section 2 – CASTING BALLOTS: A member, representing a paid membership, must be present at the meeting at the time the vote is called in order to vote. No member may vote by proxy or absentee ballots. All votes shall be counted by a show of hands unless otherwise specified in these By-laws. Section 3 – REFERENDA: The Board of Directors 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 or a binding 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.
Article V – MEMBERSHIP MEETINGS
Section 1 – ANNUAL MEETING: The annual meeting of the Association shall be held in the vicinity of the Island Chain of Lakes as the last regular meeting of each year. The agenda of the annual meeting may include elections, discussion of projects, adoption of a budget, member concerns, and an educational program. [ 181.0701]
Section 2 – REGULAR MEMBER MEETINGS: The Association shall hold at least four regular meetings for the transaction of business in the months of May, June, July and August, usually on the second Saturday of the month. The time and place of regular meetings shall be determined by the President with notice given to the members no less than two weeks before such meeting.
Section 3 – 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 one-twentieth 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. [181.0702]
Section 4 – 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 – 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, email 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. [181.0705]
Section 6 – 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. (9) [181.0722]
Section 7 – PROCEDURE: Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Association, 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 (OFFICERS AND LAKE DIRECTORS)
Section 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 [181.0801] with expenditures in excess of $10,000 being subject to REFERENDA as described in Article IV, Section 3.
Section 2 – COMPOSITION: The Board of Directors shall include the President, Vice-President, Secretary Treasurer. and four other property owners, one from each lake. [181.0803]
Section 3 – ELECTIONS: The Board of Directors (or committee designated) shall nominate one or more members for each vacant position on the Board. Additional nominations of members, present at the annual meeting and willing to serve, shall be taken from the floor. All contested (where more than one person is nominated for a board position) elections for the Board shall be conducted by secret, written ballot at each annual meeting. [Wis. Stats. s. 181.0804]
Section 4 – TERMS OF OFFICE: Directors are elected for two-year terms. Their terms shall expire upon the election of new Directors. The terms of office of President, Secretary, and Lake Representatives for Island Lake and Clear Lake shall expire in even-numbered years. The terms of office of Vice President, Treasurer and Lake Representatives for Chain Lake and McCann Lake shall expire in odd- numbered years. [Wis. Stats. sec. 181.0805]
Section 5 BOARD MEETINGS: The new Board shall meet within 60 days of the annual meeting. Regular meetings may be held at places, dates, and times established by the Board. Special meetings may be held on the call of the President or any four Directors after at least 24 hours notice by telephone, mail, email or personal contact. Five 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 directors present, with the President voting only to break ties. Between meetings, the President may solicit decisions from the Board through written communications. [Wis. Stats. ss. 181.0820, 181.0824]
Section 6 – VACANCIES: Any director who misses two consecutive meetings without good cause, does not substantially support the mission of the association, has committed a felony, or otherwise acted in an inappropriate manner, as determined by the Board, may be removed from office by a super majority (66 2/3%) of directors present at an appropriately called board meeting as described above. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the association members at the next meeting following the vacancy. [Wis. Stats. 181.0808; 181.0811]
Section 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 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. [181.0841] The President shall prepare or assign the creation of any publicity, newsletter, emails, website updates or other communication deemed necessary and reasonable to communicate Association information.
Section 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. [181.0841]
Section 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 serve on the Membership Committee if it has been created. The Secretary shall carry out other assignments at the request of the President. [181.0841]
Section 4 – TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement and proposed-budget to a regular meeting or the annual meeting. The Treasurer shall serve on the Finance Committee. The Treasurer shall carry out other assignments at the request of the President. [181.0841]
Article VIII – COMMITTEES (Activated when desired)
Section 1 – MEMBERSHIP COMMITTEE: The Membership Committee shall initiate plans for recruiting of new members and retention of members.
Section 2 – SOCIAL COMMITTEE: The Hospitality Committee shall provide refreshments at meetings and, after receiving Board approval, shall organize and publicize other social events to be sponsored by the Association.
Section 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 may also annually audit the financial records of the Association, and may also assist the Treasurer in fulfilling responsibilities when requested.
Section 4 – LAND USE COMMITTEE: The Land Use Committee shall represent the Association at local public hearings and informational meetings relating to zoning, sanitation codes, subdivision ordinances, pollution sources, and changes in land use which might affect water quality. The Committee shall offer proposals to the Board regarding land use issues.
Section 5 – BOATING SAFETY COMMITTEE: The Boating Safety Committee shall represent the Association at local public hearings and informational meetings relating to water safety patrols, lake use ordinances, and obstacles to navigation. The Committee shall offer proposals to the Board regarding water use issues.
Section 6 – FISHING AND WATER QUALITY COMMITTEE: The Fishing and Water Quality Committee (includes Walleye Project) 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 7 – AQUATIC PLANT AND ALGAE COMMITTEE: The Aquatic Plant and Algae Control (includes Invasive species) 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 – 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 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. [ 181.0872] (13)
Section 2 – FISCAL YEAR: The records and accounts of the Association shall be maintained on a fiscal year basis, beginning July 1st and ending June 30th.
Section 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.
Section 4 – INSURANCE: The Board of Directors will determine annually the appropriate level of general liability, Board of Director liability and any other insurance coverage the Board of Directors deem appropriate.
Article X – ADOPTION AND AMENDMENTS
These By-laws, and any amendments thereto, may be adopted at any annual, regular or special meeting of the Association by two-thirds vote of members present and entitled to vote after first being presented for discussion at the prior regular meeting of the Association. Proposed amendments to the By-laws must be summarized in the notice for the annual, regular or special meeting at which the amendments are to be voted on. [181.1002-181.1021]
CERTIFICATION
These By-laws were adopted by vote at the Association meeting on June 9, 2018 Secretary