Bylaws

BABY, KERR, KID, LOST, MAN, & MCKEOWN  
LAKES ASSOCIATION AMENDED BYLAWS

ARTICLE I – NAME AND PURPOSE

Section 1:  Name:  The name of the organization shall be Baby, Kerr, Kid, Lost, Man & McKeown Lakes Association, herein referred to as the “Association”.  It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

Section 2:  Purpose: Baby, Kerr, Kid, Lost, Man & McKeown Lakes Association is a 501(c)(3) corporation organized to preserve and improve water quality, fish habitat, and the well-being of wildlife in our lakes and the watershed of which the above-named lakes are a part.

To encourage and participate in activities intended to prevent the emergence of aquatic invasive species in the lakes and the watershed and, if such emergence occurs, to control the growth and expansion of such species.

To educate lakeshore owners and other members of the public on proper conservation practices relating to the above purposes.

ARTICLE II – MEMBERSHIP

Section 1 – Eligibility for membership

  1. A voting Full Membership in the Association shall be open to all deeded property owners on any of the Association’s lakes and to all back-property owners who have deeded access rights to these lakes.  There shall be one vote for each deeded property owner(s) that has a paid membership.
  2. The board shall have the authority to establish and define non-voting categories of membership to entities or individuals who support the Association’s mission.
  3. Membership shall be evidenced by payment of annual Membership dues.
  4. It is the member’s responsibility to provide a current mailing address to the Association.

Section 2 – Annual Dues and Other Contributions

  1. The Association’s Fiscal Year will be the calendar year (January 1 to December 31).
  2. The amount required for annual dues shall be determined by a majority vote of the Board of Directors.  Continued membership is contingent upon being up-to-date on membership dues.
  3. Contributions, other than annual dues may be made by individuals or entities in support of the purposes of the Association. Such contributions may be financial or in-kind and shall be subject to approval by the Board of Directors.


Section 3 – Voting

  1. The Board of Directors will specify the method of voting to ensure the one-membership one-vote rule is adhered to.
  2. For special or timely issues that in the judgment of the Board of Directors cannot wait until the Annual Membership Meeting, the Board of Directors may conduct a mailed voting/balloting process.  Addresses on record will be used.  Failure to receive a mailed ballot does not invalidate the voting process or results.

Section 4 – Member Rights and Information

  1. The Board of Directors may establish rights of members.
  2. No member shall have any right, title, or interest in or to any property of the Association.
  3. The Association will not sell members’ private information.

Section 5 – Resignation and Termination

  1. Any member may resign by filing a written resignation with the Membership Chair/Secretary.  Resignation shall not relieve a member of unpaid dues or other charges previously accrued. 
  2. A member can have their membership terminated by a majority vote of the board.

ARTICLE III – MEETINGS OF MEMBERSHIP

Section 1 – Annual Meeting: 

  1. There shall be an Annual Meeting of the membership during the fiscal year.  The specific date, time and location of which will be designated by the Board of Directors.
  2. There shall be an Annual Financial Report presented at the Annual Meeting.  Fiscal year-end results from the prior year will be presented as part of the Annual Financial Report.
  3. Any matters pertinent to the purposes of the Association may be presented at the Annual Meeting for discussion or action.

Section 2 – Notice of Meetings

  1. The Board of Directors shall designate the time and place of the Annual Meeting and give at least thirty (30) days’ notice to the membership of the Annual Meeting. 
  2. Special Membership Meetings may be called by the Board of Directors with thirty (30) days’ notice of the purpose, time and place to members’ on-record address. Failure to receive a mailed notice does not invalidate the meeting’s notice requirements or results of the meeting.

Section 3 – Quorum:  The members present at any properly announced meeting shall constitute a quorum.

Section 4 – Meeting Procedures: Robert’s Rules of Order shall govern all meetings of the Association.

Section 5 – Voting:  All issues to be voted on, with the exception of amending the bylaws, shall be decided by a simple majority of those present at the meeting in which the vote takes place. (See Article VII below for requirements for amending the bylaws.)

ARTICLE IV – BOARD OF DIRECTORS

Except as otherwise expressly provided herein, the entire management and government of the Association shall be vested in the Board of Directors.

Section 1 – Board role, size and compensation: 

  1. The Board of Directors is responsible for carrying out such policies and procedures as to best advance the purpose and mission of the Association. 
  2. The Board of Directors shall have no fewer than six members.
  3.  The Board of Directors receives no compensation other than reimbursement for reasonable and documented expenses.

Section 2 – Terms and Qualifications

  1. All board members shall serve two-year terms and are eligible for up to five consecutive terms.
  2. All members of the Board of Directors must be members in good standing.

Section 3 – Meetings and Notice

  1. The Board of Directors shall meet at least four times per year, at an agreed upon time and place. 
  2. An official board meeting requires that notice is given at least two weeks in advance.
  3. A quorum will be considered attendance of 6 voting board members, or one third of the current board members, whichever is greater, in person, via phone, or via electronic communication.
  4. Board meeting dates shall be published on the website, in the newsletter or through social media whenever possible.

Section 4 – Board Elections:  All board positions shall be elected by the members at the Annual Meeting, unless specifically appointed by the President, as written in the bylaws.  Board terms begin on January 1 of the following year after election.

Section 5 – Composition of the Board of Directors:  The Board of Directors shall include the following voting members: Officers and Lake Representatives.

  1. Officers:  There shall be five officers of the board consisting of a president, vice-president, treasurer, secretary, and membership chair which comprise the Executive Committee.
    1. President

a)      The President shall preside at all membership and Board of Directors meetings.

b)     The President shall represent the Association, or designate a representative, in all matters relating to the Association.

c)      The President shall also perform other duties as may be required by the Board of Directors.

  1. Vice President

a)      The Vice President shall assume the duties of the President if the President is unable to do so or if the office is vacant.

b)     The Vice President shall also perform other duties as may be required by the Board of Directors.

  1. Treasurer

a)      The Treasurer shall supervise the safekeeping of all funds and property of the Association and shall be responsible for the books and records of all financial transactions.

b)     The Treasurer shall also perform other duties as may be required by the Board of Directors.

  1. Secretary
    1. The Secretary will record and maintain minutes for all Board and Membership Meetings.
    2. The Secretary shall also perform other duties as may be required by the Board of Directors.
  2. Membership Chair
    1. The Membership Chair will keep complete records of the membership.
    2. The Membership Chair shall also perform other duties as may be required by the Board of Directors.
  1. Lake Representatives:  Lake Representatives shall be selected to represent each lake in the Association.  Each lake’s voting members may select additional directors to represent them.  If a lake exceeds 50 property owners they may elect one additional representative for each additional 50 property owners.
    1. Baby Lake Representative
    2. Kerr Lake Representative
    3. Kid Lake Representative
    4. Lost Lake Representative
    5. Man Lake Representative
    6. McKeown Lake Representative

Section 6 – Vacancies:  The president, with the approval of the board, will appoint an individual Association member to fill any vacant board position for the duration of the unexpired term.

Section 7 – Resignation, termination and absences:  Resignation from the board must be in writing and received by the secretary. A board member may be terminated from the board due to more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 8 – Special meetings:  Special meetings of the board may be called by the president upon giving ten (10) days’ notice sent to board members on-record addresses by mail and/or electronic notice specifying the time and place of the meeting and its purpose. Special meetings of the board may be called upon the request of the president, or one-half of the board.

Section 9 – Remote communication for meetings:  Any board meeting may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting, if notice of the meeting is given as described in Section 3 and if the number participating is sufficient to constitute a quorum as described in Section 3.  Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.

Section 10 – Action without a meeting:  Upon initiative of the President or the Officers, an action that may be taken at a regular or special meeting may be taken without a meeting if an officer mails or electronically delivers a ballot to every director entitled to vote on the action.  The ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action.  Approval by ballot is valid only if the number of votes cast by ballot equals or exceeds the number of votes that would be required to approve the action at a meeting.

ARTICLE V – COMMITTEES

Section 1 – Committee Formation:  The board may establish committees to undertake efforts in specialized areas that fulfill the mission of the Association.  Committee chairs will serve two year terms and will be appointed by the President with the approval of the board.  Committees may be dissolved by the board.

  • Standing Committees: 
    • Standing Committee Chairs may be established by the President with the approval of the board.
    • Standing Committee Chairs shall inform the board of committee progress when requested.
  • Ad Hoc Committees:
    • Ad Hoc Committee Chairs may be established by the President with the approval of the board.
    • Each chair shall be a member of the board and shall inform the rest of the board of committee progress and updates.

Section 2 – Executive Committee:  The five officers serve as the members of the Executive Committee.  Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.  A quorum of the Executive Committee shall be 80 percent of the officers. The Executive Committee shall keep regular minutes of its proceedings and report them to the board.

ARTICLE VI – FINANCES

Section 1 – Fiscal Year: The fiscal year shall be the calendar year, January 1 through December 31.

Section 2 – Debt Instruments: Any debt instrument entered into by the Association must be first approved by the Board of Directors.

Section 3 – Authorized Signatories: All checks, electronic transactions, promissory notes, other commercial paper, and all other contracts necessary or proper to be executed in the business of the Association may be executed by the President or such person or persons as the Board of Directors shall by resolution, from time to time, authorize.

Section 4 – Investments: The prudent investment of the Association Funds shall be guided by the Investment Policy and shall be the ultimate responsibility of a body composed of the President, Vice President, and Treasurer of the Association.

Section 5 – Safety Deposit Box: The Association will maintain a safety deposit box at a local financial institution as approved by the board.  Critical documents shall be stored in the safety deposit box. Access to the safety deposit box will be controlled by the President and Treasurer, who will hold the keys. Other less critical documents and other archived documents will be stored by the Secretary. 

Section 6 – Audits: An internal audit of all accounts shall be conducted annually by an ad hoc Audit Committee including not less than three Directors of the board. The Audit Committee will advise the board as to the need for a professional external audit. The audit will take place prior to December 31 each year.

ARTICLE VII – AMENDMENT OF BYLAWS

Section 1 – Amendments:  Amendments to the Bylaws shall be made at the Annual Membership Meeting, Special Membership Meeting or through a Special Membership Ballot or mailed balloting process involving the Association’s voting membership.  The Association’s voting members must be notified in writing via mail and in the newsletter at least thirty (30) days prior to any potential action on a proposed Bylaws change.  Mailings, the newsletter and/or electronic media will use members’ address information on record.  Failure to receive notice or ballot does not invalidate changes to the Bylaws.  These bylaws may be amended when necessary by 60 percent of voting members.  The Board’s Policy and Procedure Manual will determine the voting procedures and tabulation process.

ARTICLE VIII – INDEMNIFICATION CLAUSE

No Association member, including Directors and Officers, shall be liable to the Association for any loss or damage suffered on account of any action taken or omitted on behalf of the Association in good faith, if such person (a) exercised and used the same degree and care of skill as a prudent person would have exercised or used under the circumstances in the conduct of one’s own affairs, or (b) took or omitted to take such action in reliance on advice of counsel for the Association or upon information furnished by the Officers of the Association which such person had reasonable grounds to believe.

In addition, each member, Director, and Officer of the Association shall be indemnified by the Association against all losses, costs, and expenses actually and necessarily incurred by such person in connection with the defense of any action, suit, or proceedings in which such person is made a party by reason of his or her being or having been a member, Director, or Officer of the Association, whether or not he or she continued to be a member, Director, or Officer at the time of incurring such losses, in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duties as such member, Director, or Officer. The exoneration and indemnification herein above provided shall be subject to the provisions of the Minnesota Nonprofit Corporation Act but shall not be exclusive of other defenses and rights to which a member, Director, or Officer may be entitled as a matter of law.

CERTIFICATION

These bylaws were approved by the Board on April 18, 2020 and at the Annual Meeting of the Association Members on August 1, 2020.