LONG LAKE AREA ASSOCIATION (HUBBARD COUNTY), INC. RESTATED BYLAWS
ARTICLE 1 – NAME AND ORGANIZATION
Section 1.1 NAME. The name of the Corporation is LONG LAKE AREA ASSOCIATION (HUBBARD COUNTY), INC., herein sometimes referred to as the "Association".
Section 1.2 NON-PROFIT. The Association is a non-profit, non-stock organization.
Section 1.1 NAME. The name of the Corporation is LONG LAKE AREA ASSOCIATION (HUBBARD COUNTY), INC., herein sometimes referred to as the "Association".
Section 1.2 NON-PROFIT. The Association is a non-profit, non-stock organization.
ARTICLE 2 – PURPOSE
The Association is organized to facilitate, encourage and foster cooperation and support of its Members in the use, enjoyment and preservation of Long Lake in Hubbard County, Minnesota through education, stewardship, development, planning, receiving and disseminating information useful and relevant to its Members and acting as liaison with local, state and federal governments and agencies and other like associations and organizations.
ARTICLE 3 – MEMBERSHIP – VOTING RIGHTS The Association shall have classes of membership as follows:
Section 3.1 REGULAR MEMBER. All owners of record of real property located in whole or in part within the Association Area as herein defined may, upon timely payment of dues as herein provided and compliance with these Bylaws as may from time to time be adopted by the Board of Directors, become Regular Members of the Association. Each designated Regular Member in good standing shall be entitled to full participation in the activities of the Association, shall be entitled to vote on matters submitted at all regular and special meetings of the Membership and hold office as provided in these Bylaws.
Section 3.2 ASSOCIATE MEMBER. Any person, group, business or organization, within or without the Association Area, may upon approval of the Board of Directors and compliance with the Bylaws of the Association, become an Associate Member and as such may participate in the meetings and activities of the Association, but shall not be eligible to hold office or have voting rights.
Section 3.3 EXPULSION, SUSPENSION OR TERMINATION OF MEMBERSHIP. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may expel, suspend or terminate a Regular Member for cause after providing not less than fifteen (15) days notice to the Member's address as shown on the records of the Association, stating the reason for such proposed action and an opportunity for a hearing. Associate Memberships may be terminated or suspended by affirmative vote of two-thirds of all of the members of the Board, with or without cause.
Section 3.4 RESIGNATION. Any Member may resign by filing a written resignation with the Secretary, but resignation shall not relieve the Member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.
Section 3.5 TRANSFER OF MEMBERSHIP. Membership in the Association is not transferable or assignable.
ARTICLE 4 – ASSOCIATION AREA - NEIGHBORHOOD DISTRICTS
Section 4.1 ASSOCIATION AREA. The territory or area of the Association, the "Association Area", is that land surrounding Long Lake and generally described as bounded on the North by U.S. Highway 34; on the East by Hubbard County Road No. 20; on the South by State Highway 87 and on the west by Hubbard County Road No. 6 to its intersection with 169th Avenue and continuing North to its intersection with County Road 107, thence North to the junction with U.S. Highway 34, thence East along U.S. Highway 34 to the point of beginning. (See Exhibit "A" attached hereto).
Section 4.2 NEIGHBORHOOD DISTRICTS. The area comprising the Association Area shall be subdivided into separate Neighborhood Districts (herein sometimes referred to as "Neighborhood or Neighborhoods") by the Board of Directors and approved by the Membership at a regular or special meeting called for that purpose. Each Neighborhood shall be identified by number commencing with number one being the District located most Northeasterly of Long Lake and then in numerical sequence clockwise through the number six. (See Exhibit "A" attached.)
Section 4.3 ORGANIZATION. Each Neighborhood District is encouraged to organize informally or otherwise in such ways as will publicize and promote the activities of that Neighborhood and the Association.
Section 4.4 DISTRICT DIRECTORS - ELECTION. Each Neighborhood shall be entitled to elect one member to the Board of Directors of the Association who shall serve for a term as herein provided. Each Neighborhood may also designate an alternative representative who, in the absence of the elected director, may represent the Neighborhood at regular or special Board of Director's meetings.
ARTICLE 5 – ANNUAL AND SPECIAL MEETINGS
Section 5.1 ANNUAL MEETINGS. The Membership shall meet at least annually between June 1st and August 31st at such time and place as may be set by the Board of Directors. Such meeting is herein referred to as the Annual Meeting.
NOTICE. Notice of the Annual Meeting shall be given at the direction of the Board, not less than ten (10) or more than sixty (60) days prior to the holding of such meeting in such manner as shall reasonably assure that the Membership of the Association is adequately informed of the time, place and general nature of the meeting. Such notice shall include a tentative agenda or informal statement of topics expected to be considered at the Annual Meeting. The Board shall submit a proposed budget for consideration by the Membership at the meeting and the Treasurer or other authorized representative shall give a financial report.
Section 5.2 WAIVER OF NOTICE OF MEETING. A Member's attendance at a meeting waives objection to lack of notice of such meeting, unless the Member at the beginning of the meeting or promptly upon arrival objects to holding the meeting or consideration of matters not within the scope of the notice of the meeting.
Section 5.3 SPECIAL MEETINGS. Special meetings of the Membership may be called by the President or by request of any four directors and shall be called by the Board of Directors upon the written demand, signed, dated and delivered to the Secretary by not less than one- tenth (1/10) of the Members having voting rights.
Section 5.4 NOTICE OF SPECIAL MEETINGS. Notice of special meetings shall be given in such manner as to provide reasonable opportunity for Members to have notice and understanding of the subject, time and location of the meeting and a reasonable time to prepare for and attend such meeting. Ten (10) days notice mailed to the registered addresses of Members shall be presumed to be adequate or an electronically transmitted notice within ten (10) days of the special meeting, if authorized by the Member, may be given in lieu of mailed notice.
Section 5.5 PLACE OF MEETINGS. The Board of Directors may designate any place suitable for the proposed meeting that is within or without the Association Area and within a reasonable distance as the place of meeting.
Section 5.6 MEMBERS LIST. The Secretary shall maintain a list of the names of all Members who are entitled to and have the right to vote. The list must show the address and number of votes entitled to be cast. Any Member is entitled to have access to the list.
Section 5.7 QUORUMS. The Members holding one-tenth of the votes which may be cast at any given meeting shall constitute a quorum at such meeting. If a quorum exists, action taken is approved if the votes cast in favor exceed those cast against the action, unless a greater number is required by law.
Section 5.8 PROXIES. No proxies shall be allowed.
ARTICLE 6 – BOARD OF DIRECTORS
Section 6.1 GENERAL POWERS. The affairs of the Association shall be managed by the Board of Directors. The Board of Directors of the Association shall consist of the elected representatives of the six Neighborhood Districts and two At-Large directors.
Section 6.2 ANNUAL ORGANIZATIONAL MEETING. The Board of Directors shall each year, immediately following the Annual Meeting of the Members, hold an organizational meeting and shall elect from their number the officers for one year terms.
Section 6.3 VACANCIES. Any vacancies in any office of the Board of Directors because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Appointees shall meet the requirements of the position being filled such as Membership, Neighborhood and property ownership. Notice of the vacancy and the intention of the Board to fill such vacancy shall be given to the Members prior to final action to fill the vacancy. Any director elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Association would be served by such director's removal, but such removal shall be without prejudice to the contract rights, if any, of the director so removed.
Section 6.4 COMMITTEES. The Board may from time to time appoint a chair and members of such committees as the Board deems necessary and helpful to carry out the purposes of the Association. It is expected that in addition to the Committee on Elections herein after provided, there will be standing committees charged with the responsibility for finance, planning, membership, activities and communication.
Section 6.5 BOARD OF DIRECTOR'S MEETINGS. The regular meetings of the Board shall be set by the Board. Special Board meetings may be called by the President, or in his or her absence, the President Elect, if there be one or if not, the Vice President, or at the written request of not less than four (4) members of the Board of Directors. The Board of Directors shall meet not less than twice annually in addition to the meeting immediately after the Annual Meeting of the Members.
Section 6.6 BEGINNING AND END OF TERMS. Unless otherwise required, terms of office shall end and commence on the date of the Annual Meeting and upon election and qualification of the successor.
Section 6.7 NOTICE OF SPECIAL BOARD MEETINGS. Notice of any special Board meeting shall be given at least five (5) days prior to said meeting. Attendance shall be deemed a waiver of notice of such meeting.
Section 6.8 ATTENDANCE. Participation in Board meetings and activities are deemed to be an important function of being a director. Failure to meet this responsibility shall be grounds for replacement of such director by the Board.
Section 6.9 EXECUTIVE COMMITTEE. The President, President Elect, if there be one, the Vice-President, Secretary and Treasurer shall constitute the Executive Committee of the Board and may act on behalf of the Board in such matters and circumstances as may be authorized by the Board. The Executive Committee may meet and take action by electronic or telephonic means. Written reports of such action or proposed actions shall be timely filed with the full Board.
Section 6.10 QUORUM. A majority of the Board Members shall be deemed a quorum.
ARTICLE 7 –BOARD OF DIRECTORS – MISCELANIOUS MATTERS.
Section 7.1 DIRECTORS – OFFICERS – TERMS. The term of office for any director shall be two years. Any director may be reelected to serve no more than two consecutive terms. In the case where a director is appointed to fill a vacancy – that period may be in addition to the subsequent term limit. There is no limit on the number of terms an alternate may serve.
The term for any Officer shall be one year. Any Officer can be reelected to that office for consecutive terms so long as he or she is a duly qualified director.
Section 7.2 SET UP OF STAGGERED TERMS. In order to have continuity on the Board of Directors, the initial terms for the directors representing the Neighborhood Districts shall be, for those elected to represent the odd numbered districts, one year and for those elected to represent the even numbered Districts, two years. There after all terms shall be for two years. Initially, the Board shall designate one of the At-Large director positions as a one year term and the other as a two year term; thereafter, the term of office for each position shall be for two years.
Section 7.3 RESIGNATION. Any Board Member may resign at any time by delivering written notice to the President.Section 7.4 MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors may participate in a meeting of the Board by conference telephone or similar communications equipment. All persons participating in the meeting shall be able to hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.
ARTICLE 8 - OFFICERS
Section 8.1 GENERAL PROVISIONS. The officers of the Association shall be a President, one or more Vice Presidents, one of which may be designated as President-Elect, a Secretary, a Treasurer and such other officers as may be elected in accordance with this Article. The Board may elect or appoint other officers, including Assistant Secretaries and Assistant Treasurers, as it shall deem desirable. Any two or more offices may be held by the same person. Except for the Office of Treasure or Assistant Treasurer, all Officers shall be duly qualified Directors.
Section 8.2 PRESIDENT. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Bylaws or by statue to some other officer or agent of the Association; and in general the President shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors.
Section 8.3 PRESIDENT ELECT, VICE-PRESIDENT. In the absence of the President or in event of the President's inability or refusal to act, the President Elect, if there be one, or if not the Vice-President (or in the event there is more than one Vice-President, the Vice- Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President Elect, if there be one or if not, the Vice-President shall perform such other duties as may be assigned by the President or by the Board of Directors.
Section 8.4 TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the corporation from any source, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws (Article 10 - Contracts, Checks, Deposits and Gifts); and in general perform all the duties incident to the Office of Treasurer and such other duties as may be assigned to the Treasurer by the President or by the Board of Directors. Not withstanding any provisions of these By-Laws to the contrary, the Treasure need not be a Director or Alternate, however if the Treasurer is not a Director or Alternate, he or she shall not have Board of Director voting privileges or in any other way be considered a Director.
Section 8.5 SECRETARY. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in books provided for that purpose; see that all notices are given in accordance with the provisions of theses Bylaws or as required by law; be custodian of the Association records; keep a register of the post office address and email address of each Member which shall be furnished to the Secretary by that Member; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors.
Section 8.6 ASSISTANT SECRETARIES, ASSISTANT TREASURERS. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform the duties assigned to them by the Treasurer, the Secretary, the President or the Board of Directors.
ARTICLE 9 – COMMITTEE ON ELECTIONS
Section 9.1 APPOINTMENT AND GENERAL DUTIES. Each year the Board of Directors shall appoint a Committee on Elections which shall be responsible for notifying the Membership of all openings to be filled by election at the Annual Meeting and receiving nominations of one or more qualified nominees for the various Neighborhood and the At-Large director positions to be voted on at the next Annual Meeting.
Section 9.2. REPORT. The Committee on Elections shall submit its report not later than ninety days prior to the Annual Meeting, which report shall be distributed to the Membership along with the notice of Annual Meeting. Failure to include such report shall not however nullify the notice of the Annual Meeting.
Section 9.3 CONDUCT OF ELECTIONS. The Committee on Elections shall cause to have available ballots and other materials necessary for the conduct of elections to the Board and shall act as Tellers of said election under the direction of the presiding officer of the Annual Meeting. The Committee shall report the result of such elections to the presiding officer who shall make such results immediately available.
ARTICLE 10 – CONTRACTS, CHECKS, DEPOSITS AND GIFTS
Section 10.1 CONTRACTS. The Board of Directors may authorize any officer or officers of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 10.2 CHECKS, DRAFTS, ETC. All checks, drafts or orders for the payment of money, or other evidences of indebtedness issued in the name of the Association, shall be signed by the Treasurer or an Assistant Treasurer.
Section 10.3 DEPOSITS. All funds of the Association shall be deposited to the credit of the Association in banks, trust companies or other depositories as the Board of Directors may select.
Section 10.4 GIFTS. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
ARTICLE 11 - AMENDMENTS TO BYLAWS.
Section 11.1 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting thereof, if at least two (2) days' written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at the meeting. Said two (2) days notice requirement may be waived if waved by a unanimous vote of the Board.
ARTICLE 12 - DUES AND ASSESSMENTS.
Section 12.1 ANNUAL DUES. The Board of Directors may determine the amount of initiation fee, if any, and dues payable to the Association by Members of each class.
Section 12.2 PAYMENT OF DUES. Dues shall be payable in advance on the first day of July in each year.
Section 12.3 DEFAULT AND TERMINATION. When any Member of any class shall be in default in the payment of dues for a period of six months from and after July 1st, such Member's membership may be terminated by the Board of Directors.
Section 12.4 SPECIAL FEES OR ASSESSMENTS. The Association or its Board of Directors shall not have authority to assess special fees or assessments without approval of seventy-five (75) percent the Membership voting at a regular or special meeting called for such purpose.
ARTICLE 13 - OFFICER AND DIRECTOR INDEMNIFICATION.
Section 13.1 INDEMNIFICATION. Except for any prohibition against indemnification specifically set forth in these Bylaws, at the time indemnification is sought by any director or officer of the Association, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association, by reason of the fact that he or she is or was a director or officer, against expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suite or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
In the event Chapter 317A of the Minnesota Statutes, or any successor statutes, provides for indemnification in excess of the foregoing, any officer and director shall be entitled to such additional indemnification provided by such statute or statutes.
ARTICLE 14 – CONTINUATION AND DISSOLUTION
Section 14.1ASSUMPTION OF PREDECESSOR. This Association has assumed the assets and contractual responsibilities of its predecessor Long Lake Association.
Section 14.2 DISSOLUTION. The Association shall continue in existence until it is dissolved by vote of a majority of all Long Lake Area Association (Hubbard County), Inc. Members at a special meeting called for that specific purpose.
Section 14.3 DISTRIBUTION OF ASSETS. Following dissolution, after paying all outstanding bills and expenses for which the Association is legally responsible, the Board shall convert all assets to cash and distribute the same in accordance with Minnesota law.
LONG LAKE AREA ASSOCIATION (Hubbard County), INC.
Date: Updated Section 4.1 with corrected street number per Board decision. SMN 7/2012
May 1, 2010
Signed By: Sharon M. Natzel, Secretary
Scan of approval for tax exempt status of LLAA
Scan of original filing for tax exempt status