ARTICLE I NAME
Section 1-1 – Name: The name of the Corporation shall be THE GENEVA LAKE ASSOCIATION, INC. (the Association).
ARTICLE II PURPOSE
Section 2-1 – Purpose: Since 1935 the Geneva Lake Association has served as guardian of Geneva Lake and its surrounding area. The Geneva Lake Association advances its mission of conservation, preservation, environmental integrity and general welfare of Geneva Lake with timely and issue-centered communications and education through a wide membership base of area residents and local businesses.
Section 2-2 – Revenue Code: All activities of the Association will be conducted within the meaning of Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE III MEMBERS
Section 3–1 – Eligibility: Anyone interested in promoting the general welfare and conservation of the Geneva Lake Region is eligible for membership in the Association. There shall be six classes of membership in the Association.
Section 3-2 – Regular Member: A person making an annual contribution of $40 in support of the operations of the Association will be considered to be a Regular Member of the Association.
Section 3-3 – Sustaining Member: A person making an annual contribution of $75 in support of the operations of the Association will be considered to be a Sustaining Member of the Association.
Section 3-4 – Contributing Member: A person making an annual contribution of $100 in support of the operations of the Association will be considered to be a Contributing Member of the Association.
Section 3-5 – Donor Member: A person making an annual contribution of $150 in support of the operations of the Association will be considered to be a Donor Member of the Association.
Section 3-6 – Benefactor Member: A person making an annual contribution of $250 in support of the operations of the Association will be considered to be a Benefactor Member of the Association.
Section 3-7 – Commercial Member: A corporation making an annual contribution of $100 in support of the operations of the Association will be considered to be a Commercial Member of the Association.
Section 3-8 – Redetermination of Member Classes and Contribution Levels: The Board of the Association shall have the authority to revise the classes of Members, to add additional Member qualifications and to re-determine the annual contribution requirement for membership.
Section 3-9 – Mail Address: Each Member of the Association shall file with the Executive Secretary of the Association their permanent mailing address, their lake address, if different than their permanent mailing address and their e-mail address. All Notices shall be sent to the Member’s e-mail address on file or if no e-mail address is on file to the Member’s permanent mailing address on file. Any Member failing to provide his or her current e-mail address and or permanent mailing address to the Executive Secretary shall forfeit his or her right to all Association mailings, to include Notice of all meetings.
Section 3-10 – Removal of a Member: Any Member who fails to make his or her annual contribution within the fiscal year, after written notice of such default has been given, shall automatically forfeit membership in the Association.
ARTICLE IV MEETING OF MEMBERS
Section 4-1 – Annual Meeting: The Annual Meeting of the Members of the Association shall be held on any Saturday during the months of July or August, at an hour and place to be determined by the Board.
Section 4-2 – Special Meetings: A Special Meeting of the Members of the Association may be called by the President, a majority of the Board or at the request of any twenty (20) Members of the Association.
Section 4-3 – Meeting Notice: Notice of a Meeting of the Members of the Association shall be sent to all Members of the Association at their e-mail address on file or, if an e-mail address is not on file, to their permanent mailing address, at least ten (10) days, but not more than fifty (50) days, prior to the meeting, stating the place, day and time of said meeting. In the case of a Special Meeting of Members of the Association, the purpose or purposes for which the Special Meeting of the Members of the Association has been called shall also be included in the Notice of the Meeting.
Section 4-4 – Vote: Each Member of the Association in good standing in attendance or represented by an authorized Proxy shall be entitled to one (1) vote on all issues considered at the Meeting of the Members of the Association.
Section 4-5 – Quorum: Twenty (20) Members of the Association shall constitute a quorum at a Meeting of the Members of the Association.
Section 4-6 – Proxy: Each Member entitled to vote at a Meeting of Members of the Association, or to express consent or dissent to an Association action in writing without a Meeting of Members of the Association taking place may authorize in writing another Member or Members to act on his/her behalf by Proxy. No such Proxy shall be valid after eleven (11) months from the date of execution unless the Proxy provides for a longer period of effectiveness.
ARTICLE V BOARD OF DIRECTORS
Section 5-1 – General Powers: The affairs of the Corporation shall be managed by its Board of Directors, (the Board).
Section 5-2 - Number and Tenure: The number of Directors shall be twenty-seven (27). The Board shall be elected by the Members at the Annual Meeting of the Association, except a past president shall serve three (3) years without election after the completion of his/her term of office. The members of the Board shall be elected for terms of three (3) years each. Nine (9) of the Directors shall be elected each year at the Annual Meeting of the Association.
Section 5-3 – Non Voting Members: The Executive Secretary shall serve as a non-voting members of the Board.
Section 5-4 - Regular Meeting: A Regular Meeting of the Board shall be held, without other notice than these bylaws, immediately after the Annual Meeting of the Members. The Board may provide by resolution the time and place for holding additional, regular meetings of the Board, with appropriate notice.
Section 5-5 - Special Meeting: Special Meetings of the Board may be called by the President, Vice President or any five (5) members of the Board. The person or persons authorized to call a Special Meeting of the Board may fix any place within the Geneva Lake Area as the place for holding any such meeting of the Board called by them.
Section 5-6 - Meeting Notice and Waiver: Notice of any Regular or Special Meeting of the Board shall be given at least five (5) days prior thereto by e-mail to each Director at his or her e-mail address, as shown on the records of the Association or, if specifically requested in writing by a Director, at his or her permanent mailing address, as shown on the records of the Association. Notice of any meeting of the Board may be waived in writing, signed either before or after the time of the meeting. The attendance of a Director at a meeting shall constitute a Waiver of Notice of such meeting, except when a Director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any Regular or Special Meeting of the Board need be specified in the Notice of such meeting.
Section 5-7 - Quorum: Nine (9) members of the Board shall constitute a Quorum for the transaction of business at any Meeting of the Board, provided that if fewer than nine (9) of the Directors are present at such meeting, a majority of the Directors present may adjourn the meeting to another time, with similar Notice of the adjourned meeting date.
Section 5-8 – Resignation: Except as otherwise required by law, a Director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Section 5-9 – Removal: A Director may be removed by a majority vote of the Board at any Regular or Special Meeting of the Board whenever in the Board’s judgment the best interests of the Association would be served by the removal of the Director.
Section 5-10 - Vacancy: Any vacancy occurring in the Board may be filled by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 5-11 – Electronic Voting: Motions approved by the Executive Committee may be submitted electronically to the Board for their approval. Only one motion and appropriate supporting materials shall be sent to the Board for consideration at a time. The submission shall request an indication of Approval or Disapproval. The result of the electronic vote shall be recorded in the minutes of the next meeting of the Board.
ARTICLE VI HONORARY DIRECTORS
Section 6-1 – Qualification: Any person having served with distinction as a Director of the Association for a minimum of six (6) years and meeting the requirements set forth in ARTICLE III as a Member in good standing of the Association may be considered for service as an Honorary Director of the Association.
Section 6-2 – Election: Any past Director meeting the qualifications to serve as an Honorary Director may be elected as an Honorary Director at any meeting of the Board of the Association or by electronic vote by a majority vote of the Board. Any person so elected will hold the title of Honorary Director as long as he or she is a Member in good standing of the Association.
Section 6-3 – Responsibilities: An Honorary Director has the responsibility to be an ambassador for the Association supporting the Association and its programs with his or her contacts in the Geneva Lake Area. An Honorary Director may attend Meetings of the Board and with the prior approval of the President of the Association the Honorary Director may speak but will not have a vote.
ARTICLE VII OFFICERS
Section 7-1 – Number of Officers: The four (4) elected Officers of the Association shall be a President, Vice President, Secretary, Treasurer, and the appointed officer of the Association shall be the Executive Secretary. The Board may from time to time deem it necessary to elect or appoint additional officers.
Section 7-2 – Election and Term of Office: Officers shall be elected annually by the Board at the Annual Meeting of the Board. Any two (2) offices of the Association may be held by the same person except the offices of President and Secretary. Each Officer shall hold office for one (1) year or until his or her successor has been elected. The President may not serve more than five (5) successive one-year terms. The election of an Officer shall not of itself create contract rights.
Section 7-3 – Removal: An Officer may be removed by a two-thirds vote of the Board when in the Board’s judgment the best interests of the Association would be served by the removal of the Officer. Such removal shall be without prejudice to contract rights, if any, of the person so removed.
Section 7-4 – Vacancies: Vacancies may be filled or new offices created and filled at any meeting of the Board. Officers so elected will serve until the next Annual Meeting of the Board.
Section 7-5 – President: The President shall be the principal executive officer in all activities and transactions of the Association and shall preside at all Meetings of the Members and the Board and shall be responsible for general supervision of all affairs of the Association.
Section 7-6 – Vice President: The Vice President shall discharge the duties of the President in the event of the absence or disability of the President. The Vice President shall perform any additional duties that may from time to time be directed by the Board.
Section 7-7 – Secretary: The Secretary shall record the minutes of meetings of the Members and of the Board in one or more books provided for that purpose. The Secretary shall countersign all deeds, leases, and conveyances executed by the Association, affix the seal of the Association on papers that are required to be sealed.
Section 7-8 – Treasurer: The Treasurer shall oversee the preparation of the annual budget, oversee all cash investment activities, and make recommendations as to financial institutions to be used by the Association.
Section 7- 9 – Executive Secretary: The Executive Secretary shall be the custodian of the Association records, including the books and records incidental to the duties of the Treasurer, keep a register of the postal, e-mail and phone numbers of each Member and see that all Notices are duly given in accordance with the provisions of these By-Laws or as required by law. In addition, the Executive Secretary shall perform any additional duties that may from time to time be directed by the Board.
Section 7-10 – Additional Officers: Additional Officers shall perform those duties that are assigned at the time the position is created by the Board.
ARTICLE VIII COMMITTEES
Section 8-1 - Executive Committee: The Executive Committee shall be made up of the Elected Officers of the Association, the Immediate Past President of the Association, and the Chairman of the Standing Committees of the Association. In addition, the Executive Secretary of the Association will serve as a non-voting member of the Executive Committee. Five (5) members of the Executive Committee shall constitute a quorum. The Executive Committee shall have the authority to take any action not inconsistent with these By-Laws. Minutes of all Executive Committee meetings shall be kept by the Association’s Executive Secretary.
Section 8-2 - Standing Committees: The President of the Association shall appoint the members of each Standing Committee to include the Chair of each Standing Committee. Standing Committees shall be composed of no fewer than three Members of the Association, a majority of which are Directors of the Association. A simple majority of the members of a Standing Committee shall constitute a quorum. Each Standing Committee shall operate under procedures established in the committee’s charter, approved by the Executive Committee. Minutes of all Standing Committee meetings will be prepared by a member of the Standing Committee and filed with the Executive Secretary. Standing Committees of the Association shall include, but not be limited to, Nominating, Finance, Membership, Commercial Membership, Mission, Land and Lake Use, Legal, Program and Publicity and Budget.
Section 8-3 - Special Purpose Committees: The President of the Association may appoint Special Purpose Committees consistent with the Purposes of the Association. Special Purpose Committees shall be composed of no fewer than three Members of the Association, a majority of which are Directors of the Association. A simple majority of the members of a Special Purpose Committee shall constitute a quorum. Each Special Purpose Committee shall operate under procedures established in the Special Purpose Committee’s charter, approved by the Executive Committee. Minutes of all Special Purpose Committee meetings will be prepared by a member of the Special Purpose Committee and filed with the Executive Secretary.
Section 8-4 – Electronic Voting: Committee actions may be taken electronically if all materials supporting the action being taken have been provided to all committee members and actions taken are recorded in the official minutes of the committee.
ARTICLE IX FINANCIAL POLICIES, BUSINESS MATTERS and RECORDS
Section 9-1 - Registered Office: The Association shall maintain a registered office and a registered agent in the State of Wisconsin, and may have other offices within or without the state.
Section 9-2 - Fiscal Year: The fiscal year of the Association shall begin on July 1st of each year and end on the following June 30th.
Section 9-3 - Banking Relationship: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may from time to time select.
Section 9-4 – Checks and Deposits: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness, issued in the name of the Association, shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolutions of the Board. In absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President, Vice President or Executive Secretary of the Association.
Section 9-5 - Contracts: The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association, and such authorization may be general or confined to specific instances.
Section 9-6 - Loans: No indebtedness for borrowed money shall be contracted on behalf of the Association and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board. Such authorization may be general or confined to specific instances.
Section 9-7 - Acceptance of Cash Gifts, Non-Cash Gifts and Bequests: The Board may accept on behalf of the Association any contribution, gift, bequest, or device, for the general purposes or for any special purpose of the Association.
Section 9-8 - Books and Records: The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Member, Board, and Committee meetings, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Association may be inspected by any Member or his or her agent or attorney for any proper purpose at any reasonable time.
Section 9-9 - Corporate Seal: The Board may provide a corporate seal that shall be circular in form and shall have inscribed thereon the name of the Association and the state of incorporation and the words “CORPORATE SEAL”.
Section 9-10 - Mandated Reserve: In order to maintain the Association’s financial stability and to prepare for unexpected contingencies, the Board aspires to establish and maintain a cash reserve (Reserve Account). The Reserve Account will be equal in amount to the prior eighteen (18) months’ total cash disbursements (excluding discretionary grants). Such funds shall be recorded separately on the financial statements as the “Board Mandated Reserve”. The Board shall review the size of the Reserve Account each year as part of the annual budgeting process. Draw downs from the Reserve Account shall require majority approval of the entire Board.
Section 9-11 - Investment Policy: The Association’s primary objective in managing its investable assets is to preserve principal. However, the Board recognizes that during some market conditions, an all-cash policy may be inappropriate. Provided that the Reserve Account has been achieved, the Executive Committee is authorized to allocate no more than twenty-five (25) per cent of the Association’s remaining investable assets in prudent, non-cash accounts. The Board shall review the allocation of the investments each year as a part of the annual budgeting process.
ARTICLE X INDEMNIFICATION and LIABILITY
Article 10-1 – Indemnification: To the fullest extent permitted or required by law, including but not limited to Wisconsin Statutes Sections 181.0871 through 181.0889 (and any subsequent amendments thereto), the Association shall indemnify its Directors and Officers against any and all Liabilities, damages, costs and Expenses and shall advance, as incurred, any and all reasonable Expenses, incurred in any Proceeding to which any such Director or Officer is a party because he or she is a Director or Officer of the Association, or because he or she is responsible for the operation of the Association or any part thereof. The rights granted herein shall not be deemed exclusive of any other rights to indemnification against Liabilities, damages, costs, and Expenses, or the advancement of Expenses to which a Director or Officer may be entitled under any written agreement, Board resolution, statute or otherwise. Further, all such rights shall continue as to any person who has ceased to be a Director or Officer, and shall inure to the benefit of the heirs, executors, administrators and assigns of such person.
Article 10-2 – Liability: Upon receipt of a request for indemnification against Liabilities and Expenses and/or advancement of Expenses pursuant to this provision, a prompt determination shall be made by a disinterested quorum of the Board, if available, or by such other means recognized by law, to determine the requesting Party’s right to indemnification or advancement. If no such determination is made within thirty (30) days from the date of the request, it shall be conclusively presumed for all purposes that the requesting Party has rights to indemnification and for advancement unless, by proper resolution of the Board, said thirty (30) day deadline is extended. The Association may, but shall not be obligated to, supplement the foregoing rights to indemnification against Liability and Expenses, and/or advancement of Expenses by purchasing insurance on behalf of any one or more Directors or Officers, regardless of whether the Association shall be obligated to indemnify against Liability or advance Expenses to the Director or Officer covered by said insurance.
Article 10-3 – Definitions: All capitalized terms used in ARTICLE X and not otherwise defined shall have the meaning set forth in Section 181.0871 of the Wisconsin Statutes.
ARTICLE XI CONFLICT OF INTEREST
Section 11-1 – Disclosure of Possible Conflicts: Each Director shall disclose to the Board any duality of interest or possible conflict of interest whenever duality or conflict pertains to a matter being considered by the Board.
Section 11-2 – Minutes: The minutes of the Board meeting involving any situation where a conflict has been identified shall reflect the disclosure of the conflict, the individual’s limited involvement in the discussion of the topic, the abstention from voting and that a quorum was present after removal of the Director with the conflict.
Section 11-3 – Statements of Policy: The Association will have approved policies in place complying with the IRS’s recommendation that 501 (c) (3) organizations have approved policies on Conflict of Interest, Whistleblowers and Record Retention.
ARTICLE XII DISSOLUTION CLAUSE
Section 12-1 Dissolution Clause: The corporation shall be nonstock and no dividends or pecuniary profits shall ever be declared or paid to the members thereof. In the event of the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIII AMENDMENTS
Section 13-1 Amendments: The power to alter, amend or repeal the By-Laws of the Association, or adopt new By-Laws shall be vested in the Board unless otherwise provided in the Articles of Incorporation. Such action may be taken at any Regular or Special Meeting of the Board. Notice of the proposed amendment, to include the suggested text of the change, shall be given in writing to all Directors at least twenty (20) days prior to the meeting at which the proposed change will be considered. The By-Laws may contain any provision for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation.
Revised August, 2017