ARTICLE I - GENERAL
Section 1. Form of Association. The Association shall be a not for profit non-stock corporation under Chapter 181 of the Wisconsin statutes.
Section 2. Name. The name of the organization shall be Yellow Lakes and River Association Inc.
Section 3. Address. The mailing address of the Association is P.O. Box 342, Webster, WI 54893.
Section 4. Procedure. Roberts Rules of Order shall govern proceedings.
ARTICLE II - MEMBERSHIP
Section 1. Membership. A Membership shall consist of an individual, a couple, a family, or a business, who is interested in the goals and objectives of the Association.
Section 2. Dues. The yearly dues of the Association shall be $20.00, unless changed by the membership. The yearly membership will be from July 1 through June 30.
Section 3. Termination. Membership may be terminated by death, voluntary withdrawal or expulsion, and thereafter all the rights of the member in the Association shall cease.
Section 4. Transfer of Membership. No member may transfer his or her membership.
ARTICLE III - MEETING OF MEMBERSHIP
Section 1. Place. All meetings of the Association membership shall be held in Burnett County, Wisconsin at a location designated by the Board of Directors and stated in the notice of the meeting.
Section 2. Meetings. There shall be 2 yearly meetings for the general membership to be held at a time and place selected by the Board of Directors: the Spring Meeting/Picnic and the Fall Annual Meeting.
Section 3. Special Meetings. Special meetings of the general membership may be called by the President or by a majority vote of the Board of Directors.
Section 4. Notice. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting either personally or by mail.
Section 5. Right to Vote. Each membership is entitled to one vote.
Section 6. Quorum. Twenty five percent (25%) of members of the Association, present in person shall constitute a quorum at all meetings of the membership for the transaction of business.
Section 7. Vote Required to Transact Business. When a quorum is present, a majority of votes cast shall decide any question brought before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Election. The election of the Board of Directors shall be held at the Fall Annual Meeting.
Section 2. Number and Term. The number of Directors shall be nine. All Directors shall be members of the Association. Each Director shall be elected to serve a term of two (2) years. Four Directors shall be filled by election every odd numbered year. Five Directors shall be filled by election every even numbered year. The President & Vice President of the Board shall be elected by majority vote each year by the 9 members of the Board of Directors. The offices of Secretary and Treasure may be separate or combined and are appointed by the Board of Directors. The Secretary and the Treasurer may be one of the elected Directors, or may be appointed from the general membership by the Board of Directors.
Section 3. Alternate Board Members. The two individuals not elected to the Board of Directors as general board members who receive the highest number of votes will be alternate board members. Should there be a need to fill a vacancy of the Board of Directors; the Board of Directors will fill the vacancy with an alternate board member starting with the person receiving the highest number of votes. An Alternate Board Member shall become an ex officio member of the Board and participate in discussions of agenda items, but shall not be allowed to vote on any matter coming before the Board, or to make any motion regarding any matter before the Board.
Section 4. Vacancy and Replacement. If the office of any Director becomes vacant for any reason, and both alternate board members have been seated on the Board of Directors, a majority of the remaining Board of Directors shall choose a successor who shall hold office for the unexpired portion of the term of the vacated office.
Section 5. Removal of Board Member. Any board member may be removed from office by an approval vote by 7 of the 9 Board Members.
Section 6. General Powers. The property and affairs of the Association shall be managed by or under its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or the bylaws required to be exercised or done by the Members.
Section 7. Meetings. The Board of Directors shall meet before the Spring Meeting/Picnic and before the Fall Annual Meeting at a time and date convenient for the Board. Special meetings of the Board of Directors shall be held on call of the President or any two Directors and upon given five (5) days notice of such meetings.
Section 8. Quorum. A majority of the number of Board of Directors shall constitute a quorum for the transaction of affairs.
Section 9. The President. The President shall be chair of and shall preside at all meetings of the membership and the Board of Directors; shall have general management authority over the business of the Association; shall see that all orders and resolutions of the members and Board of Directors are carried into effect; and shall execute contracts requiring execution by the Association or appoint a Board member on his/her behalf to execute a contract.
Section 10. The Vice President. The Vice President shall assume the responsibilities of the President at the President’s request or when the President is unavailable.
Section 11. The Secretary/Treasurer. (A) The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors. The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The Secretary shall keep a current roster of the names and addressed of each member. The Secretary shall count and record the votes of all meeting of the members and the Board of Directors. (B) The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as ordered by the Board of Directors and shall provide the Board of Directors an account of his/her transactions and the financial condition of the Association. The Treasure shall keep detailed, accurate records of the receipts and expenditures of the Association.
Section 12. Immediate Past President. The outgoing President shall become an ex officio member of the Board and participate in discussions of agenda items, but shall not be allowed to vote on any matter coming before the Board, or to make any motion regarding any matter before the Board, unless re-elected to the Board of Directors.
ARTICLE V - COMMITTEES
Section 1. Standing Committees. Standing committees shall be created to perform the ongoing work of the Association. The newly formed Board of Directors will review the committees after the fall election and appoint the committee chairpersons. Policies, procedures, goals and objectives for each committee shall be developed by the committee members and submitted to the Board of Directors for approval. One member of the Board of Directors will serve on each committee as a liaison to the Board of Directors.
Section 2. Special Committees. The Board of Directors may establish special committees called task forces for any particular or specific purpose. Task forces shall be of limited and specific duration. In creating a task force, the Board of Directors must approve a statement of its purpose, organization, membership and duration.
Section 3. Nominating Committee. The Board of Directors will appoint a three member Nominating Committee each year, after the Spring Meeting/Picnic. The Nominating Committee is responsible for preparing a slate of candidates for open Board of Director offices up for election at the annual meeting. The general membership will submit candidates to the Nominating Committee and the Nominating Committee will prepare the information on each candidate to be presented to the membership prior to the Fall Annual Meeting.
Section 4. Bylaws Committee. The Bylaws Committee shall be the Board of Directors.
ARTICLE VI - FINANCES
Section 1. Fiscal Year. The fiscal year shall be from January 1 through December 31.
Section 2. Checks. All checks or demands for money of the Association shall be signed by the Treasurer and one of the Board Members or by two of the Board Members.
Section 3. Expenditures. All monies spent by the Association over $10,000 must be approved by the Membership. A majority of the Board of Directors can approve expenditures under $10,000.00. The standing committees, as outlined in Article V, section 1, can approve expenditures under $1,500.00. The Standing Committees will keep the Board of Directors informed of any unusual expenditures as will the Board of Director keep the membership informed.
ARTICLE VII - AMENDMENT
Section 1. Bylaws. These bylaws may be amended at any regular or special meeting of the Association by a two thirds (2/3) vote of the members attending the meeting.
Section 2. Bylaws Date. These bylaws include all amendments as of September 9, 2014, on which date the most recent amendments were approved by the membership. Whenever any covenant of the bylaws is amended, the date contained in this section shall also be amended.
ARTICLE VII - AUDIT
Section 1. The Board of Directors shall appoint a committee to audit the books and transactions of the Treasurer at the close of the fiscal year. The report shall be read at the next regular Fall Annual Meeting.
ARTICLE VIII - INDEMNIFICATION
- The YLRA shall indemnify persons acting in an official capacity on behalf of the YLRA in the manner and to the extent required under the laws of Wisconsin.
- The YLRA shall purchase and maintain professional liability insurance indemnifying the YLRA board and officers acting on behalf of the YLRA in an official capacity against any liability asserted against or incurred by the person in or arising from that capacity.
- The insurance coverages and premiums shall be reviewed annually by the Board.