Oconto County Lakes & Waterways Association
Article I – Purpose
The purpose of the Oconto County Lakes & Waterways Association, known hereafter as "the Association" is to maintain, protect and enhance the quality of Oconto County's lakes, rivers and streams and their surrounding watersheds in conjunction with surrounding counties for the collective interests of the members and the public. To carry out the programs 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 the statutes are cited throughout these bylaws). No asset of the Association shall benefit any officer or member. The Association shall not participate in partisan political activity.
Article II – Membership
Section 1 – Eligibility. Primary membership in the Association shall be open to any lake, river or stream organization within Oconto County. Each member association shall have two repre-
sentatives, each having one vote. Individual memberships are allowed but they will have no voting rights and cannot hold office. A "friends" category is hereby established as non-voting donors. (Revised 5/3/09).
Section 2 – Dues. Dues shall be $25 for each voting member organization, paid on a fiscal year basis, running from July 1 through June 30. Individual memberships shall be $10 per year.
Article III – Voting
Section 1 – Voting. Each lake association may cast only one vote on questions called to a vote.
Section 2 – Casting Ballots – A member organization must be present at the meeting at the time the vote is called in order to vote. No member organization may vote by absentee ballot. Voting will follow Roberts Rules of Order, in the current revised edition. Voice votes will be used at the discretion of the presiding officer.
Section 3 – Referenda. The Board of Directors may at any time solicit reactions from member organizations through a mail survey. The Board resolution authorizing the referendum 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 by the Board. Member organizations shall have 30 days to return response forms. Results of the referendum shall be announced at a membership meeting or in printed form within 90 days of the response deadline.
Article IV – Membership Meetings
Section 1 –Meetings. The annual meeting of the Association shall be held in Oconto County on the last Saturday of April. A regular membership meeting shall be held on the last Saturday of July. (Revised 5/3/09). The place shall be arranged by the Board of Directors unless specified by the previous annual meeting. The agenda of the annual meeting shall include elections, discussions of projects, adoption of a budget, member lake concerns, and an educational program. (Section 191.14(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 of Directors, or by written request of at least six member organizations. The agenda of a special meeting may include, but is not limited to, any items properly brought before an annual meeting. (Section 181.14 (3)).
Section 3 – Information Meeting or Social Event. The Association may sponsor a variety of meetings and events designed to provide education, recreational or social opportunities for its member organizations and their guests. It may also sponsor fund-raising activities for future special projects that enhance the resources of the watershed. 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 meeting must be preceded by notice to paid member organizations from the preceding year that have not yet renewed their membership. Notification may be by mail at least 30 days, but not more than 50 days, prior to annual meetings and at least 15 days, but not more than 30 days, prior to special meetings. The notice shall summarize any proposed changes in the bylaws, shall highlight any proposals to dissolve the Association, and shall include an agenda. (Section 181.15).
Section 5 – Quorum. No constitutional changes may be conducted at membership meetings unless at least 1/3 member organizations are present. (Section 181.17). Persons attending the meeting are considered a quorum for conducting normal business.
Section 6 – Procedure. Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Association, meetings of the Board of Directors, and meetings of the Association's committees unless required otherwise by Wisconsin Statutes or by these bylaws. Non-voting member organizations 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 these bylaws, the Board of Directors shall have authority over the activities and assets of the Association.
Section 2 – Composition. The Board of Directors shall include nine (9) directors chosen from the membership at large. (Revised 5/3/09). A president, vice-president, treasurer and secretary will be elected from and by the Board of Directors and these officers will serve three year terms of office. Only one director may be chosen from any member organization.
Section 3 – Elections. 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. (Section 181.20(2)).
Section 4 – Terms of Office. Directors are elected for three year terms. Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later. The initial Board will serve staggered terms of three years, two years and one year thereafter. Initial Board members will draw lots to determine their first term of office, with three directors serving a 3-year term, two directors serving 2-year terms and two directors serving 1-year terms.
Section 5 – Board Meetings. The new Board shall meet following the annual meeting and, at this meeting, the Board will elect officers. Regular meetings shall be held in January and October (Revised 5/3/09) on dates to be determined by the Board. Special meetings may be held on the call of the President or any three Directors after at least 24 hours notice by telephone, mail or personal contact. Four Directors shall constitute a quorum for the transaction of business. The meetings shall be open to member organizations. 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 181.22; Section 181s.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 until the next annual meeting by the affirmative vote of the remaining Directors. (Section 181.20(4); Section 181.21).
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 on 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. 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 an archives. The Secretary shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall maintain a current record of the names and addresses of member organizations entitled to vote and shall send out notices of membership meetings. The Secretary shall prepare publicity for the association and shall prepare the Association newsletter or solicit an editor to carry out the task. (Section 181.27).
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 presentation of the proposed budget to the annual meeting.
Article VII – Committees
The President may appoint such committees as are deemed necessary to support the efforts of the Board.
Article VIII – Miscellaneous Provisions
Section 1 – 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 actions on behalf of the Association. (Section 181.045).
Section 2 – Fiscal Year. The records and accounts of the Association shall be maintained on a fiscal year basis, commencing July 1, 1999 with the fiscal year running from July 1 through June 30.
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.
Article IX – Adoption and Amendments
These bylaws and any amendments thereto may be adopted at any annual or special meeting of the Association by two-thirds vote of member organizations present and entitled to vote. Amendments to bylaws must be summarized in the notice for the annual meeting at which the amendments are to be voted upon.
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 members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmative vote of member organizations 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.
Upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all the Association's assets exclusively for the purposes of the Association in such manner as the Board of Directors shall determine, or to such organization(s) organized and operated exclusively for charitable or education purposes, or to one or more units or agencies of federal, state or local government to be used exclusively for public purposes, as the Board of Directors shall determine. (Section 181.50; Section 181.52).
These bylaws were adopted by voice vote at the Association meeting on July 10, 1999, and revised by voice vote as referenced throughout this document.
Judie Gowaski, Secretary
7 November 2011