[1]LAKE MANUKA ASSOCIATION, INC.

BY-LAWS

 

ARTICLE I

NAME, ADDRESS AND FISCAL YEAR

Section 1.  NAME: This corporation shall be known as the “Lake Manuka Association, Inc.”, a non-profit Michigan corporation (hereinafter referred to as “the corporation”).  This corporation is incorporated under the laws of the State of Michigan providing for the incorporation of organizations not organized for profit.

Section 2.  ADDRESS; The address of the registered office is P.O. Box 891, Gaylord, Michigan  49734.

Section 3.  FISCAL YEAR: The fiscal year of the corporation shall be the calendar year, May 1 to April 30.

 

ARTICLE II

OBJECTS OR PURPOSES

The object or purposes of the corporation shall be as follows:

1.        To promote the education of riparian property owners and other lake users of Lake Manuka, Otsego County, Michigan (hereinafter referred to as “the lake”) about water quality, water levels, conservation, aquatic weed control, pollution, and safety;

2.        To support issues which concern the welfare of the lake in general, including, but not limited to, the conservation of the water supply in the lake and watershed, the maintenance of the quality of the water safe for swimming and conducive to the renewal of fish resources, the prevention of pollution, aquatic weed control, and the preservation of navigation;

3.        To support the measurement and evaluation of hydrological data at the lake so that the decisions and actions of the corporation shall be in line with what is best for the lake;

4.        To act as a cohesive body to bring issues of interest to or affecting lake residents and users to the attention of governmental entities: and,

5.        To assume the assets and liabilities of the Manuka Lake Association (inactive).

 

ARTICLE III

REGULAR MEMBERSHIP

Section 1.  ELIGIBILITY: Regular membership in the corporation shall be limited to; 1) riparian property owners on the lake; 2) persons who own property with legal access to the lake; and 3) other property owners in special assessment district.

Section 2.  DEFINED; The term “regular member” is defined as either one person or a family unit.  For purposes of voting, the individuals whose names appear on the deed or land contract shall be entitled to one vote.  Regular members holding multiple lots as designated by the Otsego County Assessor’s office may hold one regular membership per each taxable lot.

Section 3.  VOICE AND VOTING PRIVILEGES: Each regular member of this corporation shall be equally privileged with all other regular members in voice and vote upon any policy or proposition presented for discussion or decision at any meeting of the membership. 

Section 4.  MEMBERSHIP YEAR: The regular membership year is from May 1 through April 30 of each calendar year.

Section 5.  DUES: The annual dues for regular membership are payable to the Treasurer on before the annual membership meeting of each year.  The Board shall propose the amount of the annual dues for regular membership on a yearly basis, which must be approved by a majority vote of the regular membership at the annual membership meeting.  Dues shall become delinquent if not paid by April 30th of each calendar year.  A delinquent regular member shall be ineligible to vote at meetings of the corporation, and shall be removed from the regular membership list if the delinquent dues are not paid by June 1.

Section 6.  WITHDRAWAL: Withdrawal from membership in the corporation shall be by a written notice to the Secretary of the corporation.

ASSOCIATE MEMBERSHIP

Section 7.  ELIGIBILITY: Property owners, not addressed in Section 1, who have an interest in the affairs of the corporation may join as associate members.

Section 8.  DEFINED AND VOICE AND VOTING PRIVILEGES: The term “associate member” is a person who may attend meetings and who may contribute to meetings, but without voting privileges.

Section 9.  MEMBERSHIP YEAR: The associate membership year is from May 1 through April 30 of each calendar year.

Section 10.  DUES: The annual dues for associate membership are payable to the Treasurer on before the annual membership meeting of each year.  The Board shall propose the amount of the annual dues for associate membership on a yearly basis, which must be approved by a majority vote of the regular membership at the annual membership meeting.  Dues shall become delinquent if not paid by April 30th of each calendar year.  A delinquent associate member shall be ineligible to attend meetings of the corporation, and shall be removed from the associate membership list if the delinquent dues are not paid by June 1.

Section 11.  WITHDRAWAL: Withdrawal from associate membership in the corporation shall be by a written notice to the Secretary of the corporation.

 

ARTICLE IV

BOARD OF DIRECTORS

Section 1.  DIRECTORS: The Board of Directors shall consist of not less than 6 nor more than 12 directors. Section 2.  NOMINATION, ELECTION, TERM OF OFFICE AND VACANCIES:

1.        Nomination: Nomination for the designated number of directors to be elected at the annual meeting shall be made by the Nominating Committee.  Further nominations may be made by regular members in good standing at the annual meeting.  All nominees shall be regular members in good standing.

2.        Election: The designated number of nominees receiving the highest number of votes at the annual meeting shall be elected directors.

3.        Terms of Office: Except for the members of the original Board of Directors, directors shall serve a term of office of three (3) years, or until their successors are duly elected and qualified.  With reference to the original Board of Directors, six (6) directors shall serve a term of office of three (3) years, three (3) directors shall serve a term of office of two (2) years, and the remaining three (3) directors shall serve a term of office of one (1) year.

4.        Vacancies: Any vacancy on the Board of Directors shall be filled by the Board of Directors at their next meeting by a majority vote.  The director thus chosen shall hold office until the next annual meeting, at which time a director shall be elected by the membership to fill such vacancy.

 

Section 3.  POWERS: The Board of Directors shall have control of the affairs and property of the corporation and shall serve as its executive and policy making group.  In addition, the Board of Directors shall have the power to propose dues and levy fees and to determine the amounts and methods of payment.  The Board of Directors is subject to a spending limit of $500 per transaction.

Section 4.  BOARD MEETINGS:

1.     Organizational Meeting: This meeting shall take place immediately following the annual meeting, and it shall be the meeting at which the officers of the corporation are elected and other organizational activities are conducted.

2.     Regular Meetings: The Board of Directors shall hold three (3) regular meetings during the calendar year.  Meetings may be conducted through email or teleconferencing.

3.        Special Meetings: Such other special meetings of the Board of Directors as may be called by the President and three (3) members of the Board of Directors may also be held.

4.        Open Meeting Policy: Board meetings will be open to regular and associate members.  Participation will be limited to elected board members.

Section 5.  QUORUM: Fifty percent (50%) of the members of the Board of Directors shall constitute a quorum and a majority of that percentage at a lawful meeting shall govern the transaction of any business.

Section 6.  ANNUAL REPORT: At the annual meeting of the corporation, the Board of Directors shall make a full report of their proceedings during the preceding year and recommend such measures as they deem advisable.  This report shall be given by the President, or as otherwise directed by the Board of Directors.

Section 7.  LIABILITY: The Board of Directors, as a group and individually, shall not be held liable for their duties performed in good faith for the corporation.

Section 8. REMOVAL: Any member of the Board of Directors may be removed by a 75% vote of the entire Board of Directors.

 

ARTICLE V

OFFFICERS

Section 1.  OFFICERS: The officers of this corporation shall be President, Vice President, Secretary, and Treasurer.  Each officer shall be a member of the Board of Directors.  They shall hold office for the succeeding one (1) year, or until their successors are elected.  However, the Treasurer shall hold office for three (3) years.  They shall take office at the time of the organizational meeting of the Board of Directors at which they are elected.

Section 2.  COMPENSATION: The officers shall serve without compensation and will devote their time and efforts in the best interests of the corporation.

Section 3.  VACANCIES: In case of death or resignation of the President, the Vice-President shall at once assume the title and duties. The vacancy in the office of Vice President shall be filled by a majority vote of the Board of Directors.  In case of death or resignation of any other officer, the office shall be immediately filled by appointment by the President with a majority of the members of the Board concurring.  Any officer or director becoming ineligible for membership in the corporation shall automatically forfeit the office and such vacancy shall be filled in the same manner as stated above.

Section 4.  DUTIES AND RESPONSIBILITIES:

1.     President: The President shall preside at all meetings of the corporation and of the Board of Directors and shall cast the deciding vote in case of a tie.

2.     Vice President: The Vice President shall assist the President in the performance of the duties of that office.  In the absence of the President, the Vice-President shall preside at the meetings of the corporation and perform all other duties of the President.

3.        Secretary: The Secretary shall conduct all correspondence for the corporation and the Board of Directors.  The Secretary shall keep the minutes of all meetings and maintain a clear record of the business of the corporation and Board of Directors.

4.        Treasurer: The Treasurer shall receive all monies paid to the corporation and shall keep an accurate record of the members and their financial status in the corporation.  The Treasurer  shall disburse such monies as approved by the Board of Directors.  All expenditures of the corporation shall be by check from the corporation’s account.  The Treasurer shall make an oral report of the financial status of the corporation at each meeting of the corporation and of the Board of Directors and a written statement of cash receipts and disbursements shall be prepared annually and made available to the membership at the annual meeting.  The Treasurer shall deposit all monies paid to the corporation into the bank account of the corporation.

5.           The President and the Treasurer shall be bonded.

 

ARTICLE VI

MEETINGS OF THE MEMBERSHIP

Section 1.  ANNUAL MEETING: The annual meeting of the corporation shall be held on the Memorial Day weekend of each year.  The meeting shall be held on the day set by the Board of Directors at the previous annual meeting, and due notice shall be sent to each member.

Section 2.  SPECIAL MEEETINGS: Special meetings of the membership may be called at the option of the President and three (3) members of the Board of Directors.  Every member shall be notified of such meeting by regular first class United States mail at least thirty (30) days prior to the time of the meeting.

Section 3.  QUORUM: A quorum for the transaction of business at any meeting of the membership shall be no less than ten (10%) percent of the entire regular membership, in person or by proxy.  Voting regular members shall register with the Secretary of the corporation immediately prior to any regular or special meeting of the membership.

Section 4.  ORDER OF BUSINESS: The order of business of all meetings of the membership shall be substantially as follows:

1.   Call to Order

2.     Reading of minutes of previous meeting.

3.     Treasurer’s Report

4.     Reports of Officers

4.   Report of Board of Directors

5.   Reports of Standing Committees

6.     Reports of Ad Hoc Committees

7.     Unfinished Business

8.     New Business

9.     Election of Directors

10.   Adjournment

Section 5.  MEETING RULES: The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern all meetings of the membership in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the corporation may adopt.

 

 

 

ARTICLE VII

COMMITTEES

Section 1.  APPOINTMENT: All committees shall be appointed by the President and shall consist of three (3), five (5), or seven (7) members.

Section 2.  STANDING COMMITTEES: Standing committees shall be: 1) Lake Preservation; 2) Communication; and, 3) Government.  Standing committees shall present a written report to the Board of Directors at least thirty (30) days prior to the annual meeting.

Section 3.  AD HOC COMMITTEES: Ad hoc committees may be established by a majority vote of the Board of Directors as the need arises.

 

ARTICLE VIII

AMENDMENTS

Section 1.  PROCEDURE: The By-Laws or special dues assessments may be amended at the annual meeting or any properly called special meeting of the membership by a two ­thirds (2/3) vote of the regular membership.

Section 2.  NOTICE: Regular members shall be notified in writing of proposed changes in the By-Laws or special dues assessment at least sixty (60) days prior to the meeting called to consider revision of the By-Laws or a special dues assessment.