By Laws

REVISED BY-LAWS Amended July 21, 2012
MUSKELLUNGE LAKE ASSOCIATION, INC.

ARTICLE I – PURPOSE
The purpose of the Association is to maintain, protect and enhance the quality of the lake and its surroundings for the collective interest of the members. To carry out the program of the Association 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 statutes. (Sections of these statutes are cited throughout these By-Laws.) No assets of the Association shall benefit any Officer or member. The Association shall not participate in partisan political activities.

ARTICLE II – MEMBERSHIP
Section 1 – ELIGIBILITY: Membership in the Association shall be open to any individual, family, business or organization that owns property on or within one mile of Muskellunge Lake, or resides within one mile of the lake at least one month of each year.
Section 2 – DUES: Dues shall be paid on a calendar year basis, per parcel of property. The amount of dues shall be determined by the Board of Directors and any proposed change shall be subject to the approval of the membership at the annual meeting.

ARTICLE III – VOTING
Section 1 – VOTING: Each member may cast only one vote on any question called to vote. Each member (family, business or organization) shall be represented by one individual.
Section 2 – CASTING BALLOTS: A member must be present at the meeting at the time the vote is called in order to vote, or a member may vote by absentee ballot. All votes shall be counted by a show of hands unless otherwise specified in these By-Laws.
Section 3 – REFERENDA: The Board of Directors may at any time solicit reactions from members through a mail survey. The Board resolution authorizing the referenda shall indicate whether the results shall be considered advisory or binding on the Board. The annual meeting may initiate an advisory or binding referendum and shall specify the exact wording of the question and the required follow up action of the Board. The Board in such cases shall send a letter to members requiring a response within thirty (30) days of the date of correspondence. Results of the referendum shall be announced at a membership meeting or in a printed form within ninety (90) days of the response deadline.

ARTICLE IV – MEMBERSHIP MEETING
Section 1 – ANNUAL MEETING: The annual meeting of the MLA board and membership will be held each year between June 1 and October 31. There will be a minimum of 9 months and no more than 16 months between annual meetings. The time and place shall be arranged by the Board of Directors unless specified at the previous annual meeting. The agenda of the annual meeting shall include elections, discussions of projects, a review of the financial statement, members concerns and an educational program. [Section 181 .14 (1) & (2)]
Section 2 – SPECIAL MEETINGS: A special meeting of the Association may be called at any time by the President by majority vote of the Board or Directors, or by written request of one-tenth of the members, or six members, whichever is greater. The agenda of the special meeting may include any item properly brought before an annual meeting. [Section 181.14 (3)]
Section 3 – INFORMATIONAL MEETING OR SOCIAL EVENT: The Association may sponsor a variety of meetings and events designed to provide educational, recreational or social opportunities for its members 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.
Section 4 – NOTIFICATION: Every annual or special meeting must be preceded by notice to paid members and members from the preceding year who have not yet renewed their membership. Notification may be made by hand delivery or mail at least thirty (30) days by not more than fifty (50) days prior to the annual meeting and at least (1 5) days but not more than fifty (50) days prior to special meetings. The notice shall summarize any proposed changes in the By-Laws, shall highlight any proposals to dissolve the Association, and may include a detailed agenda. [Section 181 .15].
Section 5 – QUORUM: No formal business may be conducted at membership meetings unless at least one-tenth of the membership, or six members, whichever is greater are present.
Section 6 – PROCEDURE: Roberts Rules of Order in the current revised addition shall be in force at the meetings of the Association, of the Board of Directors and the Association committees unless required otherwise by the 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, who shall serve as parliamentarian.

ARTICLE V – BOARD OF DIRECTORS
Section 1 – AUTHORITY: Subject to the directives of annual and special meetings and 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, five (5) at large Directors, the Webmaster and the Past President. [Section 181 .20 (1)] The Webmaster shall be appointed by the Board and serve at the pleasure of the Board. The Webmaster shall enjoy all the rights and privilages of the other Board members.
Section 3 – ELECTIONS: The Board of Directors shall nominate one or more members for each vacant position on the Board,except for the position of Webmaster. Additional nominations of members, present at the annual meeting and willing to serve, shall be taken from the floor. All elections for the Board shall be conducted by secret, written ballot and in accordance with ARTICLE III, Section 1. [Section 181 .20]

Section 4 – TERMS OF OFFICE: All Directors shall be elected for one year terms. Their terms shall expire after the annual meeting or upon election of new Directors, whichever occurs later. [Section 181.20 (3)]
Section 5 – BOARD MEETINGS: The new Board shall meet within sixty (60) days of the annual meeting and at least one other time prior to the next meeting. 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 any three Directors after at least twenty-four hours notice by telephone, mail, electronic mail or personal contact. Four Directors shall constitute a quorum for the transaction of business. The meetings shall be open to the members. Decisions shall be made by the majority vote of the Directors present, with the President voting only to break ties. Between meetings, the President may solicit decisions from the Board through written communications. [Sections 181.22; 181 .24]
Section 6 – VACANCIES: Any director who misses two consecutive meetings without cause 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 then in, although less than a quorum. [Sections 181.20(4): 181.21]
Section 7 – COMPENSATION: Directors shall not be compensated for their time and effort. The Board may authorize Officers and committee members to be paid actual and necessary expenses incurred while on Association business, provided however, that no voucher for expenses shall be paid by the Board in excess of $100.00 unless the Board is given prior authorization for such expenses.

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 the 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 that Presidents term. The President is an ex-officio member of all committees.
Section 2 – VICE PRESIDENT: 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 and carry out other assignments at the request of the President.
Section 3 – SECRETARY: The Secretary shall maintain the official records of the Association as well as the archives. The Secretary shall record the minutes of the annual membership meeting and distribute same to all members of the Association. The Secretary shall record the minutes of the Board meetings and distribute the same to Board members and to any other interested party upon request.

Section 4 – TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for its presentation. Copies of the financial statement shall be available to any member upon request. The Treasurer shall serve on the Finance committee.
Section 5 – OTHER OFFICERS: Other officers may be appointed by the President, with concurrence of the Board. A legal council, an executive Secretary, or such other assistant officers as are deemed necessary and need not be members of the Association.

ARTICE VII – COMMITTEES
Section 1 – 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 2 – FISHING AND WATER QUALITY COMMITTEE: The Fishing and Water Quality committee shall represent the Association at Department of Natural Resources hearings and at local meetings relating to in-lake water quality, fish and wildlife habitat, and water levels. The committee shall offer proposals to the Board regarding water quality monitoring and ecological management of the fishery.
Section 3 – WEED AND ALGAE COMMITTEE: The Weed and Algae committee shall represent the Association at the Department of Natural Resources hearings and at local meetings relating to the control of nuisance plants and to the protection of desirable vegetation. The committee shall offer proposals to the Board for a vegetation management plan and may be delegated responsibility to implement such a plan.
Section 4 – 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- IMDEMNIFICATION 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 a legal proceeding by virtue of his or her good faith actions on the behalf of the Association. [Section 181.045]
Section 2 – FISCAL YEAR: The records and accounts of the Association shall be maintained on a calendar year basis.
Section 3 – 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 IX – ADOPTION AND AMENDMENTS
These By-Laws and any amendments thereto, may be adopted at any annual or special meeting of the Association by two-thirds vote of the members present and entitled to vote. Amendments to the By-Laws must be summarized in the notice for the annual or special meeting at which the amendments are to be voted on.

ARTICLE X – DISSOLUTION
The Board of Directors, by 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 the subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmative vote of the 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 a majority vote, shall have approved the dissolution plan, either at a meeting or by a binding mail referendum. [Sections 181.50 and 181.52]

CERTIFICATION
These By-Laws were adopted by vote of 35 Yes and 3 No at the
Association meeting on this 5th day August, 2008.

____________
Gail Anderson; Secretary

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