Bylaws of Grindstone Lake Association
Adopted on January 20, 2007
Article 1 – Offices
The principal office of the corporation shall be 7869 N Indian Drive, Hayward, Wisconsin 54843. The corporation mailing address is P.O. Box 292, Hayward, Wisconsin 54843.
Article 2 – Members
2.1) Individual members may join for a membership fee determined by the Board of Directors. There shall be no other requirements for joining the association as an individual member. Each individual member shall have one vote in matters coming before the membership as a whole. All members of the same family living in the same household will be considered one individual member. If members of the same family living in the same household pay a separate membership fee they will be considered individual members entitled to one vote.
2.2) The term of membership shall be one year, beginning January 1. Members must pay annual dues to continue his or her membership. The Board may determine a schedule for dues assessment and payment.
2.3) Any member may resign from membership at any time by giving notice to the Secretary of the corporation. Such resignation shall become effective without acceptance upon receipt of the notice, unless the notice specifies a later date. A member who resigns shall be deemed to resign as a director for so serving.
2.4) The members of the corporation shall have one vote on or in respect of any matter on which members of the corporation have the right to vote under law, the Articles of Incorporation or theses Bylaws
2.5) A member shall not voluntarily or involuntarily transfer or assign his or her membership or any right arising there from.
2.6) The Board from time to time will set the annual membership fees. The membership fee so established will conform to the Wisconsin regulations for lake associations
Article 3 – Meetings of Members
3.1) An annual meeting of voting members shall be held in each calendar year. At that meeting, the members shall elect directors. The President and Treasurer shall report on the activities and financial condition of the corporation, and the members shall transact any other business properly coming before the meeting. The Board of Directors shall establish the time and place for the annual meeting.
3.2) Special meetings of the voting members may be called for any purpose at any time by the President or by demand of the voting members as provided by law.
3.3) Meetings of the voting members shall be held at such place as may be designated by the Board of Directors, except as otherwise required by law.
3.4) Except as otherwise required by law, a written notice setting out the place, date and hour of any annual or special meeting shall be given to each voting member at the address contained in the corporate records not less than five (5) days nor more than sixty (60) days prior to the date of the meeting. Notice of a special meeting must contain a statement of the purpose of the meeting.
3.5) A member may waive notice of any meeting before, during or at the meeting, in writing, orally or by attendance. Attendance at a meeting by a member is a waiver of notice of that meeting unless the member (i) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or (ii) objects before a vote on an item of business because the item may not be lawfully considered at such meeting and does not participate in the consideration of the item at such meeting.
3.6) Ten percent (10%) of the voting members shall constitute a quorum for the transaction of business at any meeting of members. If a quorum is not present at a meeting, those voting members present may adjourn the meeting until a quorum is present. At the reconvened meeting, once a quorum is present, any business may be transacted which might have been transacted at the meeting that was adjourned.
3.7) The affirmative vote of a majority of the members present in person or by proxy at a duly held meeting shall constitute the act of the members, except as otherwise provided by law, the Articles of Incorporation or the Bylaws. A member shall be entitled to send a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. Members may take action at a meeting by voice or ballot. Members shall not take action by written ballot unless at a meeting.
3.8) A conference among voting members by any means of communication through which the participants may simultaneously hear or read the writings of each other during the conference constitutes a meeting of the voting members, if the same notice is given for the conference as would be required for a meeting, and if the number of voting members participating in the conference constitutes a quorum. Participating in meeting by such means constitutes personal attendance at the meeting.
3.9) An action required or permitted to be taken at a meeting of voting members may be taken without a meeting by written action signed by all members entitled to vote on the matter.
Article 4 – Directors
4.1) The business and affairs of the corporation shall be managed by our under the direction of the Board of Directors.
4.2) Directors shall be elected as follows: there shall be at least three directors. Prior to an election of director, the sitting Board shall determine the number of seats for the next year. Anyone may nominate a director for election by submitting his or her name in writing to the President of the corporation, or by nomination at the annual meeting of members. The name of such candidate who agrees to serve, if approved by the board, will be placed in nomination. Voting for a director shall be accomplished at the annual meeting of members.
4.3) Each director shall serve for a three year term and until his or her successor shall have been duly elected and qualified, or until the earlier death, resignation, removal or disqualification of such director. Initially directors shall be elected for staggered terms of one, two or three years as determined by lot.
4.4) A director may be removed at any time, with or without cause. Removal shall occur by majority vote of all members. Removal shall be effective upon the mailing of a written notice to the director who is removed.
4.5) Any director may resign at any time by giving written notice to the Secretary. Such resignation shall take effect without acceptance upon receipt of the notice, unless a later date is specified in the notice.
4.6) A vacancy in the Board of Directors that occurs for any reason may be filled by the Board. A person so elected to fill a vacancy shall serve as a director for the remainder of the term whose vacancy has been filled until his or her successor has been elected and qualified.
4.7) A majority of the directors currently holding office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum. Except as otherwise required by law, the acts of a majority of t he directors present at a duly held meeting shall be the acts of the Board of Directors.
4.8) Board meetings
The Board of Directors shall hold an annual meeting for the purpose of electing officers and transacting any other business coming before it. The Board may hold such other meetings as it may from time to time determine. The meetings shall be held at any place within or without the State of Wisconsin that the Board may designate. Absent such designation, Board meetings shall be held at the registered office of the corporation. The President or any Board member may call a special meeting.
Notice of Board meetings shall be made by giving two hours oral notice or five days written notice to all directors of the date, time and place of the meeting. The notice need not state the purpose of the meeting, unless otherwise required by law or these Bylaws. Oral notice may be given by telephone or in person. Written notice may be given by mail, facsimile transmission, telegram or electronically, delivered to the address maintained for each director in the records of the corporation. If the Board adopts a meeting schedule, or if the date and time of the Board meeting has been announced at a previous Board meeting, no notice is required.
4.9) A director may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance. Attendance at a meeting by a director is a waiver of notice of that meeting unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.
4.10 A conference among directors, or among members of any committee designated by the Board of Directors, by any means of communication through which the participants may simultaneously hear or read the writings of each other during the conference, constitutes a meeting of the Board or the committee, and if the a quorum is present. Participation in a meeting by such means constitutes personal presence at the meeting.
4.11) An action required or permitted to be taken at a Board meeting may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present provided that all of the directors must be notified immediately of the content and effective date. Any such written action shall be filed with the minutes of the corporation.
4.12) Directors shall receive no compensation, but may be reimbursed for reasonable expenses as shall be determined from time to time by resolution of the Board of Directors. Nothing herein shall be construed to preclude any director from serving this corporation in any other capacity and receiving proper compensation therefore.
Article 5 – Officers
5.1) The corporation shall have a President, Secretary and Treasurer. The Board of Directors may elect or appoint such other officers or agents, as it deems necessary. The same person may hold any of the officers of functions of those officers. Officers shall receive such compensation for their services and reimbursement for their expenses as determined from time to time by the Board.
5.2) At the annual meeting of the Board of Directors, the Board shall elect officers, who shall hold office until the next election of officers and until their successors shall have been duly elected and qualified, or until the earlier death, resignation, removal or disqualification of such officer; provided, however, that any officer may be removed with or without cause by the affirmative vote of a majority of the directors present at any duly held meeting of the Board (without prejudice, however, to any contract rights of such officer).
5.3) An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when notice is given to the corporation, unless a later date is specified in the notice.
5.4) If vacancy in any office of the corporation occurs for any reason, such vacancy may, or in the case of a vacancy of the office of President or Treasurer shall, be filled for the unexpired part of the term by the Board of Directors.
5.5) Unless provided otherwise by a resolution adopted by the Board of Directors, the President shall (a) be the chief executive officer of the corporation, and have general active management of the business of the corporation; (b) preside at all meetings of the Board and of the members; (c) see that all orders and resolutions of the board are carried into effect; (d) sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws or the Board to some other officer or agent of the corporation; (e) maintain records of and certify proceedings of the Board and members; and (f) perform such other duties as may from time to time be prescribed by the Board.
5.6) Unless provided otherwise by a resolution adopted by the Board of Directors, the Treasurer shall (a) keep accurate financial records for the corporation; (b) deposit all monies, drafts and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time; (c) endorse for deposit all notes, checks and drafts received by the corporation as ordered by the Board, making proper vouchers therefore; (d) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board; (e) render to the President and Board of Directors, whenever requested, and account of all of his or her transactions as Treasurer and of the financial condition of the corporation; and (f) perform such other duties as may be prescribed by the Board of Directors or the President from time to time.
5.7) The Secretary shall, unless otherwise determined by the Board, be secretary of and attend all meetings of members and Board of Directors, and record the proceedings of such meetings in the minute book of the corporation and, whenever necessary, certify such proceedings. The Secretary shall give proper notice of meetings to members and directors and shall perform such other duties as may be prescribed by the Board of Directors of the President from time to time.
5.8) Each Vice President shall have such powers and shall perform such duties as may be specified in these Bylaws or prescribed by the Board of Directors. In the event of absence of or disability of the President, the Board of Directors may designate a Vice President or Vice Presidents to succeed the power and duties of the President.
5.9) Any other officers appointed by the Board of Directors shall perform such duties and be responsible for such functions as the Board of Directors may prescribe.
5.10) Unless prohibited by a resolution by the Board of Directors, an officer elected or appointed by the Board may delegate in writing some or all of the duties and powers of his or her office to other persons.
Article 6 – Committees
6.1) The Board of Directors may, by action of a majority of the entire Board, designate two or more of its members as an Executive Committee which, to the extent determined by the resolution of the Board, shall have and exercise the authority of the Board in the management of the business of the corporation. The Executive Committee shall at all time be subject to the control and direction of the Board. The Executive Committee shall maintain minutes of each meeting.
6.2) The Board of Directors may also, from time to time, appoint such other committees as it may deem proper, and may prescribe the functions and membership of such other committee.
Article 7 – Fiscal Year
7.1) The fiscal year of the corporation shall be established by the Board of Directors.
Article 8 – Indemnification; Standard of Conduct
8.1) The corporation shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstance, and to such extent, as permitted by Wisconsin Statutes, Chapter 1841, as now enacted or hereafter amended.
8.2) The corporation shall not enter into contracts or transactions between the corporation or a related corporation and a Director of the corporation or between the corporation and organization in which a Director of the corporation is a director, officer of legal representative of has a material financial interest, except in accordance with the provision of Wisconsin Statues, Chapter 181, as now enacted or hereafter amended.
Article 9 – Amendments
9.1) Except for the authority reserved for the voting members by statute, the Board of Directors shall have the authority to amend, repeal and adopt new Bylaws by the majority of all of the directors; provided, that all directors shall be notified at least 5 days before the proposed action takes place.
The Secretary of the Grindstone Lake Association certifies that the foregoing revised Bylaws were adopted as the complete Bylaws of the corporation by the Board of Directors of said corporation on January 20, 2007.