BY-LAWS OF WEYAUWEGA LAKE RESTORATION, INC.
Article I
Section 1.
The purpose of this corporation shall be for the benefit of the Citizens of the City of Weyauwega and the Town of Weyauwega and all other persons who enjoy using the recreation provided by the Lake.
Article II
MEETINGS OF MEMBERS
Section 1.
The official annual meeting of the corporation shall be held on the second Thursday of May of each year. There shall be monthly meetings held on the second Thursday of each month unless changed by the members present at a regularly scheduled meeting.
Section 2.
It shall be the duty of the secretary to provide each member of the corporation with written notice of each meeting which shall be by email unless the member expressly requests that it be by regular mail. The failure to give notice shall not affect the validity of such meeting or any of the business conducted at such meeting.
Section 3.
Special meetings of the members may be held upon the direction of the president and by the secretary giving all of the members three days written notice of the date, time and purpose of said special meeting in the manner provided in Section 2.
Section 4.
Each member shall be entitled to one vote in all matters placed before the membership at any meeting.
Section 5.
A quorum of any meeting shall be the number of members present at any meeting
Section 6.
A majority vote of all members present shall be necessary for the adoption of any motion brought before the corporation at any such meeting.
Article III
BOARD OF DIRECTORS
Section 1.
The powers, business and property of the corporation shall be exercised, conducted and controlled by a Board of Directors of nine (9) members. Actions taken by the Board of Directors shall be presented to the members at the first meeting following the meeting of the Board of Directors and the members shall have the opportunity to review the actions of the Board of Directors and the membership may rescind the action taken by the Board of Directors by a two-thirds vote of those members present.
Section 2.
The board of directors shall elect from their number the President Vice President, Secretary and Treasurer and each officer shall be elected for a one (1) year term.
Section 3. Powers
The Board of Directors shall also have the power, in addition to all others lawfully vested in them:
(a) To purchase or otherwise acquire, lease, sell, convey, transfer or assign any property, rights, interests or privileges of the corporation, upon such terms and conditions and for such price as authorized by the members.
(b) To elect or appoint assistants to the general officers, and to employ such servants and agents upon such terms and conditions as said Board may see fit, with power to remove or suspend any of the same, and said Board may delegate to any officer of the corporation by resolution, or to any committee of its members, all or any of the powers stated in this section or any part of such powers.
(c) To establish any office necessary for carrying on the purpose of the corporation.
(d) To authorize the borrowing of money for corporate purposes, as authorized by the members.
(e) The Directors may spend up to the sum of $150.00 without prior approval of the membership.
Section 4. Election of Directors.
The Directors shall be elected by the membership at the annual meeting and the annual meeting in May 2010, five (5) Directors shall be elected for a term of two (2) years and the remaining four (4) Directors shall be elected for a term of one (1) year. In the year 2010 (Should be 2011hm) four (4) Directors shall then be elected for a term of two (2) years so that following the first election all directors shall have a two (2) year term.
Section 5. Resignation of Directors.
A Director may resign at any time by filing a written resignation with the Secretary and said resignation shall be effective from the filing thereof. Unless a later date be fixed by its terms.
Section 6. Removal of Directors.
The members, at any special meeting called for that purpose, may remove from office any or all of the Directors, by the affirmative vote of a majority of the members.
Section 7. Filing of Vacancies.
Vacancies of the Board of Directors from any cause whatsoever, shall be filled by election by the Board of a successor or successors from among the qualified members of the corporation, the person or persons so elected to serve for the unexpired term of the person so causing the vacancy or until a successor or successor is elected by the members; provided that if the Presidency becomes vacant, the Vice President shall assume that office and the position of Vice-President shall be filled by the person so elected.
Section 8.
The President, and in his absence, the Vice-President, shall preside at meetings of the Board of Directors and the Secretary shall ast as secretary thereof; but in the absence of either or any of such officers, their functions may be performed by any member of the Board selected by those present.
Section 9.
The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meeting and to present a full statement at the regular meetings of the members showing in detail the condition of the affairs of the corporation.
Article IV
GENERAL OFFICERS
Section 1.
The officers of the corporation shall consist of the following: President, Vice-President, Secretary and Treasurer. The officers shall be elected annually by the Board of Directors and their term of office shall commence on the first meeting of the year, unless changed by the membership at a regularly scheduled meeting.
Section 2. Duties of President
The President shall preside at all meetings of the Board of Directors or of the members. He is the chief executive officer of the corporation, charged with its general supervision and management subject to the control of the Board of Directors, with the execution of contracts, deeds, leases, conveyances and instruments generally on behalf of the corporation, and such other duties as may from time to time be prescribed by these by-laws or delegated to him by the Board of Directors.
Section 3. Vice-President
The Vice-President shall discharge the duties of the President in his absence or disability, and in addition such other duties as may from time to time be prescribed by these by-lays or delegated to him by the Board of Directors.
Section 4. Secretary.
The Secretary shall keep a complete and permanent record of the membership of said corporation, and of all proceedings of the members and of the Board of Directors. He shall, in addition, have general charge of the books and records of the corporation except such as are hereinafter placed in charge of the Treasurer; shall countersign and seal with the seal of the corporation, if any, all instruments on be3half of the corporation; shall attend to the giving of notices of meetings or the members of the Board of Directors, and shall, in addition, perform all such duties as may from time to time be imposed upon him by these by-laws or delegated to him by the Board of Directors.
Section 5. Treasurer.
The Treasurer shall be the fiscal and disbursing agent of the corporation. He shall keep and account for all moneys, credits and property; shall make and endorse checks and evidences of indebtedness; shall deposit funds coming in his possession in such depositories as may from time to time be vested in him by these by-laws, or delegated to him by the Board of Directors. The Treasurer shall be required to obtain a surety bond for the purpose of protecting the Treasurer and the corporation, the cost thereof shall be paid by the corporation. The records of the Treasurer shall be audited annually by an audition committee appointed by the President.
Section 6. Absence or Disability.
In case of the absence or disability of any general officer of the corporation, the Board of Directors may delegate his duties to one of the other officers, or to a member of the Board of Directors, until the return or recovery of the absent or disabled officer.
Section 7. Vacancies.
The vacancy of the office of President shall be filled by the Vice-President. If a vacancy occurs in the position of Secretary or Treasurer during the course of a year this position shall be filled by an election held at the first meeting following the creation of the vacancy.
Article V
MEMBERSHIP
Section 1.
Any person interested in becoming a member of this corporation shall be entitled to such membership. Membership shall be renewable annually and there will be no dues required in order to be a member.
Article VI
DISSOLUTION AND DISBURSEMENT OF FUNDS
Section 1.
In the event of the dissolution of the corporation any surplus funds remaining after the payment of all expenses of the corporation shall be distributed to any non-profit service organization located in the City of Weyauwega Area in a manner not inconsistent with Chapter 1 Wis. Stats. The corporation’s fiscal year shall end on the last day of December of each year or some other date fixed by the Board of Directors from time to time.
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