Mallard Lake Association

MALLARD LAKE ASSOCIATION, INC.

BURNETT COUNTY, WISCONSIN

Drafted:  May 30, 1998

Revised:  July 4, 1998:  July, 2002; July, 2003;

July, 2006; October, 2009;

DRAFT: AUG 2013 + MAY 2023

Article I- Purpose

The purpose of the Mallard Lake Association, Inc. (herein referred to as the Association) is to maintain, protect, improve, and enhance the quality of Mallard Lake for the benefit of the general public; to improve boating safety on Mallard Lake; to collect chemical, biological, and sociological information on Mallard Lake and its environs as a basis for accomplishment of these purposes; to inform individuals, organizations, and governmental bodies on problems and possible corrective actions needed for the foregoing purposes; to inform and represent Mallard Lake users, riparian owners, and Mallard Lake Association members about their common interests; and so long as not precluded by law to perform any act, and to exercise any and all powers incidental to these purposes.  

To achieve these purposes and to make representations on behalf of its members, the Association shall be organized as a non-profit, non-stock corporation under Chapter 181 of the Wisconsin State Statutes.  (Sections of the Statutes are cited throughout these By-laws.)

(See https:\\legis.wisconsin.gov/statutes/Stat181). 

No asset of the Association shall benefit any officer or member.  The Association shall not participate in partisan political activity.  The Association may not expend greater than 5% of its resources, annually, in legislative lobbying.  

Article II- Membership

Section 1- ELIGIBILITY:  Membership in the Association shall consist of one class composed of those persons who own real property located and affronting Mallard Lake, Burnett County, Wisconsin.  Membership shall be limited to but one membership per tract, parcel, or lot of land.  

Section 2- MEMBERSHIP TERM: The annual membership shall be for the year beginning June 1 and ending May 31. Membership shall terminate by death or by voluntary withdrawal. Members of the Association may designate a representative, hereinafter referred to as the “Designated Representative,” to attend meetings of the Association, vote, and/or hold Board positions within the Association in the place of the eligible member.  

Section 3- DUES:  Annual membership dues shall be fixed and determined by the Board of Directors.  Dues are effective June 1 of the current year to May 31 of the following year. Only one annual dues payment shall be required with respect to any single parcel of real property which makes an owner, or designee, eligible for membership.  

Article III- Voting

Section 1- VOTING:  Each member who has paid their annual membership dues shall be entitled to one vote as a member in the affairs of the Association.  A Member may cast only one vote on any question called to a vote.  No Member may vote by proxy, with the sole exception of a vote cast personally by a Designated Representative, as earlier defined in Article II, Section 2. Mailed or electronic balloting may be used for those voting purposes as determined by the Board of Directors.  Electronic balloting will be completed by an electronic service which precludes duplication of voting.  

Section 2- REFERENDA:  The Board of Directors of the Association (herein referred to as the Board of Directors or the Board) may at any time solicit responses from the Members through a survey process.  The Board resolution which authorizes the referendum shall indicate whether the results shall be considered advisory or binding on the Board.  

A majority of Members present at any duly constituted meeting of the Association may initiate an advisory or a binding referendum and shall specify the exact wording of the question and the  required action by the Board.  Members shall have 30 days to respond. Results of the referendum shall be announced at a membership meeting or in printed form, mailed or electronic, within 90 days of the response deadline.  

Article IV – Membership Meetings

Section 1- ANNUAL MEETING:  The Annual Meeting of the Association shall be held at a time and location specified by the Board.  The agenda of the Annual Meeting shall include an announcement and/or introduction of the current officers and directors, Old and New Business, a presentation of the annual budget, discussion of projects and/or Members concerns, and may include an educational speaker or program.  

Section 2- SPECIAL MEETINGS: A special meeting of the Association may be called at any time by the President, by a majority vote of the Board of Directors, or by written request of at least six members.  The agenda of a special meeting may include any items properly brought to the Board for consideration before an annual meeting.  New Business will be limited to items delineated in the notification of the Special meeting.  After discussion of new items the President may call for a vote or assign the item to a committee for further study. Items moved to committee should be given a due date for report, a method of reporting, and a date for presentation at either the Annual Meeting or a future Special Meeting.   

Section 3- 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 members and their guests. If business is to be conducted at such events, the notice requirements for special meetings must be met.  

Section 4- NOTIFICATION:  Every annual or special meetings must be preceded by notice to paid Members and members from the preceding year who have not yet renewed their membership. Notification may be by hand delivered, or sent by mail, or electronically, at least 10 days, but not more than 60 days, prior to annual meeting and at least 10 days, but not more than 60 days, prior to special meetings.  The notice shall summarize any proposed changes in the By-laws and shall include an agenda.  Any proposal to dissolve the Association shall meet the special meeting notice requirements.  

Section 5- QUORUM:  No formal business may be conducted at membership meetings unless at least six Members, including Officers, are present.  

Section 6- PROCEDURE: Roberts Rules or Order, in the current revised edition, shall be used at meetings of the Association, of the Board of Directors, and of the Association committees unless required otherwise by Wisconsin Statutes or these By-laws. Non-members of the association may be recognized to speak at Association functions at the discretion of the presiding officer.  

Article V- Board of Directors

Section 1- AUTHORITY: Subject to directives of annual and special meetings and by these By-laws, the Board of Directors shall have authority over the activities and assets of the Association.  

Section 2 – COMPOSITION: The Board of Directors shall include the President, Vice-President, Secretary, Treasurer, a minimum of up to four Directors-at-Large, and the past-President. All officers and directors of the Association must at all times during their term be Members of the Association.  

Section 3- ELECTIONS: The Board of Directors shall nominate one or more Members for each vacant position on the Board. All elections for the Board shall be conducted by a mailed or electronic balloting process which permits the addition of write-in votes. 

Ballots will be prepared and distributed by mail or electronically at least 10 days prior to the Annual Meeting by April 15.  Ballot response must be made by May 15prior to the beginning of the Annual Meeting and will be counted at a Board Meeting to be held not later than July 31 of the election year. Results will be announced at the Annual Membership Meeting and will be communicated to the membership no later than July 31 of the election year.  

Section 4- TERMS OF OFFICE: Officers and directors are elected for a two-year term. Terms shall expire after the Annual Meeting of the Association. The President, Vice-President, Treasurer, and one-half of the Directors will be elected in the even-numbered years.  The Secretary, Treasurer, and the remainder of the Directors will be elected in odd-numbered years. All positions may be held for more than one term. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected or the director resigns.  

Section 5- BOARD MEETINGS: The new Board shall meet prior to the annual Meeting of the Association and at least one other time during the membership year. Regular meetings shall be held at places, dates and times established by the Board. Special meetings may be held on the call of the President or by any three Directors after at least 24 hours notice by telephone, mail, electronically, or personal contact. A Majority of the Board present 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. Between meetings, the President may solicit decisions from the Board through written communications.  

Section 6- VACANCIES: Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the Directors. At the discretion of the Board, a vacancy in the Secretary or Treasurer positions, or in a Director position, may be filled by a volunteer whose property membership voting rights are currently represented on the board by an officer or director. This volunteer may perform the duties of the officer or director function and may enter into discussion of any Board topic or item of business, but may not participate as a voting member of the Board, unless the said officer or director is not present at the meeting. At that point the volunteer becomes the membership representation under Article II, Section 2. 

Section 7- COMPENSATION: Directors shall not be compensated for their time and effort. The Board may authorize officers, directors, and committee members to be paid actual and necessary expenses incurred while completing Association business. 

Article VI- Officers

Section 1- PRESIDENT: The President shall preside over all membership meetings and Board meetings. The President shall be the Chief Executive Officer of the Association, responsible for day-to-day administration of the affairs of the Association and supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of the President’s term. The President is an ex-officio member of all committees. 

Section 2- VICE-PRESIDENT/PRESIDENT-ELECT: 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 arrange for the educational segment of the Annual Meeting, special events and carry out other assignments at the request of the President. The Vice-President shall serve as the Parliamentarian for the Association. The Vice-President shall review the By-laws annually, and recommend any changes to these By-laws at the Annual Meeting, following the procedures of Article IX- Adoption and Amendments. 

Section 3- SECRETARY: The Secretary shall record and distribute the minutes of Member meetings and Board Meetings. At the direction of the president and Board, the Secretary will prepare Ballots and Notices of the Association. The Secretary shall prepare publicity for the Association and shall prepare the Association newsletter. The Secretary shall serve on the Membership Committee. 

Section 4- TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall maintain the official records of the Association as well as an archive of all Association records. Information archived will include the articles of incorporation, copies of the minutes of Board and Membership meetings from the past three years, financial statements and audit reports following standard accounting practices, and any items of historical interest.  The Treasurer shall maintain a current record of the names and addresses of Members entitled to vote and shall be responsible for notifying the distribution of ballots and mailings and for sending electronic communications to the membership following procedures. The Treasurer is responsible for collection and security of any Ballot measures and for reporting the results to the Board. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget at the annual meeting. The Treasurer shall serve on the Finance and Membership Committee. 

Section 6- OTHER OFFICERS: Other officers may be appointed by the President, with concurrence of the Board. A legal counsel need not be a Member of the Association.  

Article VII- Committees

The Association may use both standing and ad hoc committees to support the activities of the Association. Annually, the Board will confirm the committee assignments, recruit committee members if needed, and approve committee budget requests. The Board will determine the status of the committees, either standing or ad hoc. At the time of organization, ad hoc Committees will be given a timeline for performing the duties and assignments of the committee. Committees function at the discretion and direction of the Board. 

Committee members are responsible for organizing and implementing the duties of the committee, preparing an annual budget request and an annual report of activities. These should be submitted to the Board prior to the annual meeting. The Standing Committees are, but are not limited to the following: 

Section 1- MEMBERSHIP COMMITTEE: The Membership Committee is responsible for recruitment and retention of members. 

Section 2- HOSPITALITY COMMITTEE: The Hospitality Committee shall provide refreshments at the Annual Meeting, and, after receiving Board approval, shall organize and publicize other social events to be sponsored by the Association. 

Section 3- FINANCE COMMITTEE: The Finance Committee shall recommend an annual budget to the Board and to the membership at the Annual Meeting. The Finance Committee shall also annually audit the financial records of the Association. 

Section 4- LAND USE COMMITTEE: The Land Use Committee shall represent the Association at local public hearings and informational meetings relating to zoning, sanitation codes, subdivision ordinances, pollution sources, and changes in land use which might affect water quality. The Committee shall offer proposals to the Board regarding land use issues. 

Section 5- BOATING SAFETY COMMITTEE: The Boating Safety Committee shall represent the Association at local public hearings and informational meetings relating to water safety patrols, lake use ordinances, and obstacles to navigation. The Committee shall offer proposals to the Board regarding water use issues. 

Section 6- FISHING, WATER QUALITY, WEED, ALGAE COMMITTEE: This committee shall represent the Association at Department of Natural Resources hearings and at local meetings relating to in-lake water quality, fish and wildlife habit, water levels, control of nuisance plants and to the protection of desirable vegetation. The Committee shall offer proposals to the Board regarding water quality monitoring, ecological management of fish inventory, vegetation management plans, and may be delegated responsibility to implement such a plan.  

Section 7- OTHER COMMITTEES: The President may appoint such other committees as are deemed necessary to support the efforts of the Board. 

Article VIII- Miscellaneous Provisions

Section 1- INDEMNIFICATION OF OFFICERS AND DIRECTORS: To the maximum extent as required by applicable Wisconsin law including, but not limited to Wisconsin Statute 181.0855, 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 actions on behalf of the Association. 

Section 2- FISCAL YEAR: The records and accounts of the Association shall be maintained on an annual fiscal year, beginning June 1 and ending May 31. 

Section 3- ACCOUNTS AND INVESTMENTS: Funds of the Association shall be promptly deposited at a 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. Fund management shall be reviewed annually at the Annual Membership Meeting. Annually, the President will call for an audit of the financial records of the Association. At least three members of the Board will be appointed by the President to complete the audit following standard auditing procedures. The results will be presented at the Annual Meeting. 

Article IX- Adoption and Amendments

These By-laws, and any amendments thereto, may be adopted by any annual or special meeting of the Association by two-thirds vote of Members present and entitled to vote. Amendments to the By-laws must be summarized in the notice for the meeting at which the amendments are to be voted on. 

Article X- Dissolution

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 the 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, whether at a meeting or by a binding mail referendum. 

CERTIFICATION w/e-Signature

This revision of the Mallard Lake Association, Inc., By-laws were adopted by a vote of

______yes and ________no on this ______ Day of _____________________.