The name of the organization shall be Pequaywan Lakes Association, hereinafter known as “Association.” The Association shall be an entity in accordance with the State of Minnesota Statutes, Chapter 317A known as the Minnesota Non-Profit Corporation Act, and Section 501(c)(4) of the United States Revenue Code.
Article II. Purpose
A. The primary purpose of this Association is exclusively to promote the social welfare of the area encompassed by the Association and to devote the revenues of the Association exclusively to charitable, educational or recreational purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or such other provisions of Minnesota or federal law as may from time to time be applicable. This Association shall not be operated for a profit but shall be operated exclusively for charitable, educational and/or recreational purposes.
B. It is the vision of the Association that the waters of Big Pequaywan Lake and Little Pequaywan Lake (also known as Smith Lake) and the watershed be maintained and enhanced forever as a beautiful place to live, visit, swim, boat and fish. The Association envisions a lake system where recreational users are courteous and responsible to each other and the residents of its shores and an area where everyone will work together for the common good of the community.
C. To this end, the Association wishes to be an organization where all property owners of Big and Little Pequaywan Lakes and their respective watershed work together for the good of all, now and in the future.
D. The specific purposes of this Association are:
1. To enhance, promote, and protect the interests of property owners of Big and Little Pequaywan Lakes, the contiguous waterways and the surrounding watershed. The Association intends to promote good lake management through testing, education and support.
2. To promote good lake management and general welfare of waterfront property ownership for shoreline owners and those on the watershed areas of the Big and Little Pequaywan Lakes through such activities as:
(a) Actively monitoring lake water for water clarity, level and purity.
(b) Working directly with the Minnesota Pollution Control Agency, the Minnesota Department of Natural Resources, the U.S. Soil and Water Conversation Authority and other agencies to assure that water quality is maintained and enhanced.
3. To promote the aesthetic qualities of shoreline through sound environmental practices.
4. To disseminate information to members that will help improve the quality of living by lakes and in a watershed through such activities as:
(a) Providing education for members though meetings and other media.
(b) Publishing a newsletter to inform members of current news and activities.
5. To enhance, promote, represent, and protect interests of property owners on Big and Little Pequaywan Lakes and the watershed through such activities as:
(a) Recommending ways to improve ecology of the Big and Little Pequaywan Lakes system and watershed.
(b) Representing members of the Association in various forums which might affect the quality of Big and Little Pequaywan Lakes and the watershed.
(c) Education on how to prevent invasion of exotic plants and aquatic animals/fish species.
(d) Promotion of a healthy lake and watershed environment for fish and fowl
5. To promote a spirit of community through the activities set forth above.
Article III. Membership and Dues
A. Membership. The Association shall have two classes of members, namely, Non-Voting Members and Voting Members.
1. Non-Voting Membership. Application for Non-Voting Membership shall be open to any individual, family, business or organization that subscribes to the mission and purposes of the Association set forth in Article II. Non-Voting Membership shall be broken into two categories of Non-Voting Membership:
(a) Non-Voting Family Membership (includes individuals, couples and families with dependent children).
(b) Non-Voting Business/Organization Membership
2. Voting Membership. Application for Voting Membership shall be open to any individual, family, business, or organization that subscribes to the mission and purpose of the Association set forth in Article II and which applicant is a current property owner of a parcel of land as defined in the Bylaws on the shores of or in the Watershed of Big and Little Pequaywan Lakes as defined in these Bylaws.
(a) The terms “Watershed” and “Watershed of Big and Little Pequaywan Lakes” as used in these Bylaws for purposes of determining Voting Membership eligibility under these Bylaws mean:
(i) Parcels of real property which are riparian to Big Pequaywan Lake, Little Pequaywan Lake or connecting rivers, streams, waterways and riparian to that portion of the Little Cloquet River running from a point that corresponds to the point on the Little Cloquet River that is adjacent to the current terminus of the Little Cloquet River Road and running upstream to the point where the Little Cloquet River leaves Little Pequaywan.
(ii) Parcels of real property lying on either side and abutting Pequaywan Lake Road (also known as #44) extending north from where the Little Cloquet River crosses Pequaywan Lake Road directly south of the Little Cloquet River Road to a point where Coyote Creek crosses Pequaywan Lake Road, and
(iii) Parcels of real property that abut the West Branch Road.
(b) The terms “parcel of real property” means:
A tract of real property upon which a home, cabin, or business is situated or a vacant piece of real property, provided such parcel of property is of adequate size for the construction of a home, cabin or business facility according to St. Louis County land ordinances.
(c) The term “ownership” of parcel of real property means:
The owner of record of a qualifying parcel of real property or a holder of record of a contract for deed with respect to a qualifying parcel of real property within the Watershed. When there is a contract for deed of record, the contract vendor may no longer use such parcel of real property to qualify for Voting Membership.
(d) There shall be the following categories of a Voting Membership:
(i) Voting Family Membership (including individuals, couples and families with dependent children)
(ii) Voting Business/Organization Membership.
Voting Memberships shall be limited to one vote per Voting Family Membership or Voting Business/Organization Membership.
3. Rights of Non-Voting Membership. Memberships in the Association through a Non-Voting Membership qualifies individuals who are part of a Non-Voting Family Membership or Non-Voting Business/Organization Membership to participate in Association activities, excluding the right to vote which is reserved only for Voting Memberships. The Association may, but is not required, to give Non-Voting Membership notice of annual, regular or special meetings of the members. The holder(s) of a Non-Voting Membership may attend the annual, regular and special meetings of the Association.
4. Rights of Voting Memberships. Voting Memberships shall be entitled to:
(i) Voting privileges in all Board of Director/officer elections and matters brought before the membership at the annual meeting or any regularly scheduled meeting or any special meeting.
(ii) Access to minutes of the Board of Directors meetings, all membership meetings of the Association and financial records of the Association.
(iii) Voting Membership qualifies individuals who are part of a Voting Family Membership or Voting Business/Organization Membership to participate in Association activities.
(iv) The rights of a member under the Minnesota Non-Profit Corporation Act as amended from time to time.
5. Grant of Membership. Non-Voting Membership and Voting Membership are granted after completion of an application for membership provided by the Association to the applicant and receipt by the Association of the membership application and annual dues for the category of membership applied. Membership is granted by action of the Board of Directors after determination by the Board of Directors that the prospective member has met the eligibility requirements for membership set forth in these Bylaws.
6. Regulations of Board Pertaining to Membership. The Board of Directors may recommend to the Voting Membership regulations clarifying existing membership rules, provided the regulations affirmed by the Voting Members are consistent with these Bylaws.
B. Membership Dues. The amount of membership dues for the following membership year, which shall run from May 1 to April 30 of each year, shall be set each year at the annual meeting by the Voting Membership. Membership dues shall be set for each category of Non-Voting and Voting Membership. Membership dues shall be paid to the Association treasurer. Annual membership dues are payable by May 1 of each year and are to be used to support of the purposes and activities of the Association. The Board of Directors may periodically recommend to members a need for voluntary donations to finance activities of the Association than cannot adequately be met through annual dues.
A Voting Membership must be current in dues, according to the records of the treasurer, at the time the vote is taken to be eligible to vote.
Article IV. Governance
A. Board of Directors. The affairs of the Association shall be managed by a Board of Directors, also known as “the Board,” under such rules as the Board may determine, subject to the specific conditions of these Bylaws and the Articles of Incorporation. The Board of Directors should conduct the affairs of the Association with due consideration of the majority view of the Association membership as expressed in annual, regular and/or special meetings of the membership.
1. Number and Designation. The Board of Directors shall initially consist of 7 Voting Members each of whom is in good standing. The Board may subsequently increase the number of elected directors to not more than 9. The specific number of directors to be elected shall be established by the Board of Directors prior to the annual meeting of members. The elected Board members shall include the president, the first vice president, the second vice president, the secretary, the treasurer, and at least two “Representative Directors.” In the event that two Representative Directors are elected, one shall qualify as a Voting Member due to ownership of a parcel of real property riparian to Big Pequaywan Lake and the second shall qualify as a Voting Member due to ownership of a parcel of real property riparian to Little Pequaywan Lake. If two additional Representatives Directors are elected, it is desirable but not mandatory that similar geographic or seasonal/year-round diversity be considered.
To be eligible to be either an officer or a director, an individual must be a Voting Member of the Association and current in his or her dues at the time of the election and during the length of his or her term of office.
2. Election of Directors and Officers. Directors, Officers and Representative Directors shall be elected by the Voting Membership of the Association for terms of two years at the Association’s annual meeting. Their terms shall expire after the annual meeting or upon the election of new officers and directors, whichever comes later. Terms of the officers shall be staggered so that the terms of president and at least one vice president do not expire the same year. The same practice shall be followed so that the secretary and treasurer terms do not expire the same year.
Nominations of eligible Voting Members for each of the vacant officer/director positions on the Board and the Representative Director positions will be taken from the floor at the annual meeting provided the person(s) so nominated either are present at the meeting and willing to serve or have provided written affirmation that they are willing to serve.
In the case of vacancy of an officer/director position or a Representative Director position, the Board of Directors may appoint an eligible Voting Member to fill out the term until the next annual meeting.
3. Board Meetings. The Board of Directors shall meet at the call of the president; however, a Director may call a board meeting by giving five days’ notice to all Directors of the date, time, and place of the meeting. At meetings of the Board, a quorum shall consist of one-third of its members and. unless otherwise specified in these Bylaws. an affirmative vote of a majority of Directors at a meeting where a quorum is present is required to pass a resolution.
(a) Meetings solely by means of remote communication. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting, if the same notice is given of the meeting as stated above, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at the meeting.
(b) Participation in meetings by means of remote communication. A director may participate in a board meeting by means of conference telephone or, if authorized by the board, by such other means of remote communication, in each case through which that director, other directors so participating, and all directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting by that means constitutes presence at the meeting.
4. Compensation. The Board of Directors shall serve without pay but may be reimbursed for actual expenses while conducting Association business provided these expenses receive authorization by the Board
5. Meetings Open to Members. Meetings of the Board will be open to all Association members, but an Association member wishing to speak on a topic not under consideration should contact either the President or the Secretary to request to be placed on the agenda for that meeting.
6. Board Responsibilities. Among its other responsibilities, the Board has the following specific duties:
(a) Providing adequate notice of annual, regular and special meetings of members.
(b) Making The A List to the Voting Membership of changes to dues structure, including different dues and benefits for certain categories of membership.
(c) Approving the depository for the Association’s funds.
(d) Authorizing member reimbursement for actual expenses while conducting Association business.
(e) Accepting voluntary contributions above a certain limit set by the Board.
(f) Evaluating the need for and acquiring any property, casualty and/or liability insurance.
(g) Arranging for the Association to have an audit or review of the books of the Association.
(h) Upon dissolution of the Association, determining how the disposition of any remaining funds will be disbursed.
(i) Approving any committee The A List to be brought to the Voting Members for an affirmative vote.
B. Officers. The officers of the Association shall be a president, one or more vice presidents (who shall if more than one be identified as first, second, etc., vice presidents), a secretary and a treasurer. Officers shall be elected at the annual meeting of the Association by the Voting Members as set forth in Section A2 of this Article IV.
1. President. The president is the chief executive officer of the Association and shall preside at all annual, regular and special meetings of the Voting Members of the Association and the meetings of the Board and shall represent the Association at all official functions or delegate a suitable replacement to do so from among the Voting Membership of the Association.
2. Vice Presidents. The vice president(s) in order of their designation, if more than one, shall in the absence of the president fulfill the duties of the president. Further, the vice president(s) shall fulfill other duties as designed by the president, the Board or the Voting Membership. Initially, the term of First Vice President shall be one year. Subsequent terms shall be two years. The term of the Second Vice President shall be two years.
3. Secretary. The Secretary shall take and distribute minutes for meetings of the membership of the Association and the Board of the Association and shall manage routine correspondence of the Association.
(a) The Secretary is responsible for maintaining the permanent records of the Association including Articles of Incorporation, official set of Bylaws, and past and current minutes of all annual, regular, special meetings of the Voting Membership and Board meetings.
(b) The Secretary shall ensure that minutes of all annual, regular, special meetings of the Voting Membership are distributed to members in a timely fashion.
(c) The Secretary or another person designed by the Board of Directors shall act as Historian for the Association.
(d) The Secretary, in coordination with the Treasurer, shall prepare for each meeting of the Voting Membership an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meeting.
(e) Initially the term of secretary shall be one year. Subsequent terms shall be two years.
4. Treasurer. The treasurer is the chief financial officer of the Association and shall maintain all revenues of the Association and shall disburse expenditures as required, reporting such expenditures to the Board. The treasurer may be bonded at the expense of the Association. The treasurer’s duties include, among others, the following:
(a) The treasurer may recommend the depository for the Association’s funds for approval by the Board.
(c) The treasurer will deposit and disburse funds as approved by by the Board or the Voting Membership, as the case may be.
(d) The treasurer will provide books, records, and any necessary documents for the annual audit or other review of the Association’s financial records by an independent accountant, the Board and/or the officers.
(e) The treasurer shall present yearly reports of income and expenditures to members either at the annual meeting of the association or though a newsletter and periodic reports to the Board or the officers as they may request from time to time.
(f) The treasurer shall assist the secretary in the preparation of a members list immediately prior to any annual, regular or special meeting of members and advise the secretary as to all voting members whose dues are in arrears so as to establish immediately prior to each meeting whether the member has met the voting requirement of having all dues paid current.
C. Member Meetings.
1. Scheduled Meetings. The Association membership shall meet once a month during the months of May, June, July and September and the annual meeting shall occur in August of each year. The schedule of these meetings shall be set in advance by the Board and notice of the date, time and place of these scheduled meetings shall be given each year not less than 15 days prior to the May meeting. Notice may be given by including the notice in a newsletter of the Association. No further formal notice of these meetings need be given. Notice of the annual and regularly scheduled meetings shall be deemed effective when it is mailed to the person or persons designated as the voting representative for the Voting Membership at the address of such person in the Association records or provided to a person by a form of electronic communication consented to by the Voting Membership to whom the notice is given:
(a) Notice by facsimile communication shall be sufficient when directed to a telephone number at which the Voting Member has consented to receive notice.
(b) Notice by electronic mail shall be sufficient when directed to an electronic mail address at which the Voting Member has consented to receive notice.
Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The Association is entitled to rely on any consent so given until revoked by the member, provided that no revocation affects the validity of any notice given before receipt by the corporation of revocation of the consent.
2. Special Meeting. The president of the Association may call a Special Meeting of members of the Association or the Board of Directors may call a Special Meeting of the Members of the Association upon the vote of a majority
of Board of Directors at a meeting of the Board at which a quorum of the Board was present. A Special Meeting of members of the Association shall be held upon written request of at least 10 Voting Members. A Special Meeting of members requires notice not less than thirty (30) days in advance of the date of the meeting. The notice of the meeting must set forth the purpose of the meeting and action may be taken only with respect to the matters set forth in the notice. Notice of Special Meetings may be given by United States mail or other recognized carrier or by electronic communications as set forth above.
3. Voting. Each Voting Membership shall be entitled to one vote at a member meeting. A quorum for a member meeting shall consist of the lesser of 15 Voting Memberships current in dues and eligible to vote or 20% of the Voting Memberships current in dues and eligible to vote. The record date of a member meeting shall be the date of the meeting and any Voting Membership which is not entitled to vote as of the date of the member meeting as a result of being arrears in membership dues may vote, provided the membership dues which are in arrears are paid prior to any vote by such Voting Member at such meeting.
Voting Members may make The A List for actions by the Board or Association Committees or may make motions from the floor at Regular, Special or Annual meetings concerning regular, day-to-day activities and business of the Association or of Association Committees. These motions require votes by a majority of Voting Members present at the meeting in order to be passed.
Any other resolution brought by Voting Members or the Board of Directors shall be discussed at a minimum of two consecutive member meetings and the vote with respect to the matter must occur no earlier than the second meeting.
This requirement of having two meetings with respect to certain matters shall not apply to the election of directors and officers at the annual meeting or the adoption and amendment of Bylaws.
4. Proxy Voting. A member may cast or authorize the casting of a vote by filing a nonelectronic written appointment of a proxy, signed by the member, with an officer of the Association at or before the meeting at which the appointment is to be effective, or by telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the member.
An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressively provided in the appointment form provided, however, that a proxy is not valid for more than three years from its date of execution.
An appointment of a proxy is revocable by the member. Appointment of a proxy is revoked by the person appointing the proxy by:
(1) attending a meeting and voting in person; or
(2) signing and delivering to the officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a later proxy appointment form.
Article V. Committees
A. Such committees as may be necessary to carry out the business of the Association may be established by the Board of Directors or by a affirmative vote of Voting Membership at a Special, Regular or Annual meetings. Members of such committees may be nominated by the president or by a member of the Voting Membership and such nominations shall be affirmed by the Voting Membership at a Special, Regular or Annual meeting. Such committees may be continued or dissolved by Voting Members.
B. No committee may spend funds of the Association without the prior approval of the Board.
C. Committee membership is restricted to Voting Members; however, Non-Voting Members and non-members may serve in a non-voting capacity.
D. Committee The A List require Board of Directors or Voting Membership approval in advance of action by the Committee.
Article VI. General and Other
A. The Association shall maintain a post office box mailing address.
B. The Association shall be a non-profit, non-stock corporation.
C. The duration of the Association is perpetual.
D. No asset of the Association shall benefit any member.
E. Fiscal year of the Association is May 1 to April 31.
F. The 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 application may be deposited in safe investment accounts or certificates as authorized by the Board.
Article VII. Adoption and Amendment of Bylaws
A. Amendments to these Bylaws may be initiated through a ByLaws Committee, by a majority of the Board, or by written petition of at least twenty (20) percent of the Voting Membership of the Association.
B. These Bylaws and any amendments thereto may be adopted at any regular, annual or special meeting of the Association by a two-thirds of the Voting Membership present and entitled to vote provided that a quorum is present. Proposed amendments to the Bylaws must be provided to members along with a notice of the meeting at which such Bylaws are to be adopted at least thirty (30) days in advance of said meeting.
Article VIII. Distribution on Liquidation or Dissolution
In the event of liquidation, dissolution or winding up of the Association, whether voluntary or involuntary, or by operation of law, the remaining property and assets of the Association shall be distributed as provided in the Bylaws of the Association, or, in the absence of any such provision in the Bylaws, in such manner as the Voting Membership of the Association by majority vote determine to be best calculated to carry out the objectives and purposes for which the Association is formed, but for no other purposes. None of the property or assets of the Association or any proceeds thereof shall be distributed for purposes other than one or more of the exempt purposes specified in Section 501(c)(4) of the Internal Revenue Code of 1954, as that section may from time to time hereafter be amended.
Article IX. Liability
A. It is implicitly understood that the Association assumes no responsibility or liability for the well-being of any member or representative of a member attending, managing, or participating in meetings or any other functions of the Association.
B. No Officer or Director, former Officer or Director, nor any authorized agent of the Association shall be liable in any manner to the Association or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said Officer, Director, or agent in good faith, if he or she exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs.