Constitution and By-Laws of Wheeler Lake Association, Inc.
ARTICLE I Name and Purpose
Section 1.01 This organization shall be called the Wheeler Lake Association, Inc.
Section 1.02 The purpose of the Association is to preserve and protect Wheeler Lake and its surroundings, and to enhance the water quality, fishery, boating safety and aesthetic values of Wheeler Lake, as a public recreational facility for today and for future generations.
ARTICLE II Memberships
Section 2.01 Eligibility: Membership in the Association shall be open to any individual, family, business, or organization, that (a) subscribes to the purposes of the Association and (b) owns or leases property within one mile of the lake for which the Association was incorporated; or (c) resides on or within one mile of the lake at least one month each year.
Section 2.02 Membership: Membership shall be limited to a property owner(s), or its duly authorized representative, on and around Wheeler Lake. One membership for each cabin, living unit, or buildable vacant lot unit.
ARTICLE III Dues
Section 3.01 Annual dues may be assessed at the Annual Fall Meeting and shall be paid by members on the membership each holds. The Association year is from January 1 to December 31.
Section 3.02 Dues will be set by the membership at the Annual Fall Meeting of the Association for the following year.
Section 3.03 Dues shall become due and payable after the dues amount is determined at the Fall Meeting of each year and shall become delinquent if unpaid by December 31st of the following year. Failure of any member to pay the dues within the prescribed time shall cause the Secretary/Treasurer to inform the Board of Directors. The Board shall investigate the matter and, if warranted, a reasonable extension of time may be granted or the member will be dropped from membership in the Association.
Section 3.04 Special Assessments can be made for unusual and/or non-recurring expenses of the Association when approved by the majority of the membership. In the case of an emergency, approval can be given by a two-thirds majority of the Board of Directors. Such assessments shall only be made when dues income and treasury balance fails to cover the expenses anticipated.
ARTICLE IV Officers
Section 4.01 There shall be a President and a Vice-President elected by the Board of Directors each year at the Annual Fall Meeting. The Secretary/Treasurer will be appointed by the Board of Directors at the Annual Fall Meeting. The Secretary/Treasurer can be an elected Board member.
ARTICLE V Directors
Section 5.01 Authority: Subject to the directives of the Annual Fall, Spring, special meetings and these By-Laws, the Board of Directors shall have authority over the activities and assets of the Association.
Section 5.02 There shall be nine Directors. When possible the Directors will be chosen to best represent the membership of the Association, i.e. no more than 3 Board members from any one section of the lake.
Section 5.03 The terms of Directors shall be three years and the terms of Directors will be staggered to require the election of three Directors at each Annual Fall Meeting.
Section 5.04 At each Spring Meeting of the Association, the President shall appoint a nominating committee from the membership. The nominating committee, through their chosen chairperson, will present at each Annual Fall Meeting a slate of not less than three candidates for Directors. The vote of the membership, including proxies, will determine the three Directorships.
Section 5.05 Board Meetings: The new Board shall meet within 60 days of the annual meeting and at least one other time prior to the next annual meeting, Regular meetings shall be held at places, dates, and times established by the Board. Special meetings can be held on the call of the President or by any three Directors after at least 24 hours notice by telephone, mail, 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.
Section 5.06 Compensation: Directors shall not be compensated for their time and effort. The Secretary/Treasurer if a Board member shall be paid a stipend for services rendered as recommended by the Board and approved by the membership at their Annual Fall Meeting.
The Board may authorize officers, Directors, and committee members to be paid actual and necessary expenses incurred while on Association business.
Section 5.07 Vacancies: Any director who misses two consecutive meetings without good cause as determined by the Board may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the Directors in office, although less than a quorum but at least two.
ARTICLE VI Elections
Section 6.01 Elections of three Directors is to be held at each Annual Fall Meeting. Following such elections, the Board of Directors shall convene to elect from their membership a President and a Vice-President. The President and Vice-President will be members of the Board of Directors. The Board will also appoint a Secretary/Treasurer at this time. The Secretary/Treasurer can be a Board member.
Section 6.02 Any vacancy on the Board of Directors shall be filled from the Association membership by the Board of at their next meeting following the occurrence of such vacancy.
ARTICLE VII Duties
Section 7.01 The President shall preside over all membership meetings and Board meetings. The President shall appoint all Committees members who shall serve until the end of that President’s term. The President is an ex-officio member of all committees.
Section 7.02 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 carry out other assignments at the request of the President.
Section 7.03 The Secretary/Treasurer shall receive all monies payable to the Association and, after due receipt and entry, shall deposit same in the Association Depository designated by the Board of Directors. The Secretary/Treasurer shall make payment, promptly by check, of
all bills incurred in the operation of the Association’s business. The Secretary/Treasurer shall make an annual financial report at each Annual Fall Meeting, together with other such reports as may be of interest to the Association or as may be requested by the Board of Directors. The Secretary/Treasurer shall attend all meetings of the Association and its
Board of Directors, and keep an accurate record of the proceedings of such meetings. The Secretary/Treasurer shall record the minutes of member meetings and Board meetings and distribute them in a timely manner. The Secretary/Treasurer shall keep a complete roll of the membership of the Association and apprise them of items of common interest. The Secretary/Treasurer shall mail to each member notices of membership assessments as they may be assessed
ARTICLE VIII Depository – Withdrawals
Section 8.01 The Board of Directors shall, at their first meeting, designate or approve a bank for the depository of the funds of the Association. The depository must remain in the State of Wisconsin. The depository may be changed by the Board of Directors at any official meeting.
Section 8.02 Funds on deposit may be drawn for the payment of Association obligations by checks signed by the Secretary/Treasurer or the President of the Association
ARTICLE IX Miscellaneous Provisions
Section 9.01 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 action on behalf of the Association.
Section 9.02 Fiscal Year: The yearly records and accounts of the Association shall be maintained beginning on January 1 through December 31.
Section 9.03 Accounts and Investments: Funds of the Association shall be promptly deposited at the 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.
ARTICLE X Membership Meetings
Section 10.01 The Directors shall call two meetings during the summer of each year; the Saturday nearest Memorial Day and the Saturday nearest to Labor Day. The meetings to be held at a designated place in the Town of Lakewood, Oconto County, Wisconsin. The Secretary/Treasurer shall serve written notice to each member as herein prescribed.
Section 10.02 Special meetings of the members of the Association may be called by the President and/or the Board of Directors, and shall in all cases be called by them when requested to do so by petition of 25% of the eligible voting members of the Association. Such request shall specifically state the objective of such meeting.
Section 10.03 The Secretary/Treasurer shall notify all members in writing of such meetings, at least ten days in advance. The Secretary/Treasurer shall send such notice to each member’s designated address.
Section 10.04 Members shall notify the Secretary/Treasurer immediately of any address change.
Section 10.05 The order of business at membership meetings shall be generally as follows:
1. Roll Call.
2. Acceptance of minutes of previous membership meeting or meetings.
3. Reports of Officers.
4. Reports of Committees.
6. Unfinished Business.
7. New Business.
Roberts Rules of Order, in the current revised edition, shall be in force at the meeting of the Association, of the Board of Directors, and of the Association committees unless required otherwise by Wisconsin Statutes or these bylaws. 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.
Section 10.06 Informational Meetings or Social Events: The Association may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for its member 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.
ARTICLE XI Amendments
Section 11.01 The Constitution and by-laws may be amended at any regular or special meeting by two/thirds majority of the voting strength of such meeting, provided that all members are notified of such proposal at least 30 days in advance of the time for such meeting, in writing to their designated address. A proxy blank shall be enclosed with such notice which can be filled out by any member not able to attend such meeting. The proxy can be handed to any other member or returned to the Secretary/Treasurer for representation at such a meeting.
ARTICLE XII Books and Accounts
Section 12.01 The books, forms and methods of accounting shall be decided upon by the Board of Directors and shall be consistent with the requirements as herein set forth.
Section 12.02 An auditing committee shall be appointed at the Annual Fall Meeting of the Board of Directors and shall make a complete audit of the receipts and disbursements and such other accounts as may be carried by the Secretary/Treasurer. Such committee shall make a report at the Annual Spring Meeting.
ARTICLE XIII Quorum and Voting
Section 13.01 At all meetings of members, 25% of the voting power of the membership shall constitute a quorum for the transaction of business.
Section 13.02 At a meeting of the Board of Directors, five constitute a quorum.
Section 13.03 Voting by written proxy shall be permitted, but no member shall hold more than, or vote more than, 25% of the total voting strength of the paid up membership.
ARTICLE XIV Dissolution
Section 14.01 The Board of Directors, by; a two-thirds affirmative vote of all directors, may recommend that the Association be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval by the members as provided under Wisconsin Law. Dissolution of the Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding mail referendum.