Bylaws LLAA Foundation

About These Bylaws
The bylaws of the Long Lake Area Association (Hubbard County) Foundation establish the legal structure, governance, and operating rules of the Foundation. They define the Foundation’s purpose, board responsibilities, and compliance with Minnesota nonprofit law.

These bylaws are provided for transparency and reference. Most visitors will not need to read them in full.

Foundation Governance at a Glance

  • 501(c)(3) charitable organization

  • Governed by a volunteer Board of Directors

  • Sole member: Long Lake Area Association (LLAA)

  • Operates under Minnesota nonprofit law

 

BYLAWS
OF
LONG LAKE AREA ASSOCIATION (HUBBARD COUNTY)FOUNDATION

ARTICLE I – OBJECTIVES
Section 1.1. Objectives. The objectives of this Foundation shall be as established in the Foundation’s Articles of Incorporation.
Section 1.2. Not for Profit. This Foundation is not organized for profit, or organized to engage in an activity ordinarily carried on for profit, and no part of its net earnings will inure to the benefit of any member or individual.

ARTICLE II – OFFICES
Section 2.1. Principal Office. The principal office of the Foundation in the State of Minnesota shall be located at 18500 Emma Drive, Park Rapids, Minnesota 56470. The Foundation may have such other offices, either within or without the State of Minnesota, as the Board of Directors may determine or as the affairs of the Foundation may require from time to time.
Section 2.2. Registered Office and Registered Agent. The Foundation shall have and continuously maintain in the State of Minnesota a registered office, and may have a registered agent. The registered office may be, but need not be, the same as its principal office in the State of Minnesota. The registered office or the registered agent at such registered office, or both, may be changed from time to time by the Board of Directors by compliance with the applicable provisions of the Minnesota Nonprofit Corporation Act.

ARTICLE III – MEMBER
Section 3.1. Classes of Members. The Foundation shall have one member, which shall be Long Lake Area Association (Hubbard County), Inc. (“LLAA”).
Section 3.2. Voting Rights. The member shall be entitled to one vote on each matter submitted to a vote of the member.
ARTICLE IV – MEETINGS OF THE MEMBER
Section 4.1. Annual Meeting. The annual meeting of the member shall be held each year on such day during the year and at such time as shall be fixed from time to time by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. In the event the Board of Directors does not fix a day and time for the annual meeting of the member for any year prior to the first day of March of that year, the annual meeting of the member for that year shall be held at
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the same time as the annual meeting of the Board of Directors of LLAA. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the member as soon thereafter as conveniently may be.
Section 4.2. Special Meetings. Special meetings of the member, for any purpose or purposes, may be called by the President or by a majority of the Board of Directors, and shall be called by the President at the request of the member.
Section 4.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Minnesota, as the place of meeting for any annual meeting or for any special meeting of the member called by the Board or Directors or the President. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Foundation.
Section 4.4. Voting of Shares Owned by the Foundation. Subject always to the specific directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned or controlled by the Foundation may be voted at any shareholders’ meeting of such other corporation by the President of the Foundation if he or she be present, or in his or her absence by the Secretary-Treasurer of the Foundation. Whenever, in the judgment of the President, or in his or her absence the Secretary- Treasurer, it is desirable for the Foundation to execute a proxy or give a shareholders’ consent in respect to any share or shares of stock issued by any other corporation and owned by the Foundation, such proxy or consent shall be executed in the name of the Foundation by the President or the Secretary-Treasurer of the Foundation and shall be attested by the Secretary-Treasurer of the Foundation without necessity of any authorization by the Board of Directors. Any person or persons designated in the manner above stated as the proxy or proxies of the Foundation shall have full right, power and authority to vote the share or shares of stock issued by such other corporation and owned by the Foundation the same as such share or shares might be voted by the Foundation.
Section 4.5. Informal Action by Member. Any action required or permitted by law to be taken at a meeting of the member may be taken without a meeting or vote if a consent in writing setting forth the action taken shall be signed and dated by the member.

ARTICLE V – BOARD OF DIRECTORS
Section 5.1. General Powers. The affairs of the Foundation shall be managed by its Board of Directors.
Section 5.2 Number, Tenure, Qualifications and Election.
a. The number of Directors shall be determined by the Board of Directors but shall not be more than seven (7) persons.
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b. Except for the initial terms of the Directors, each Director shall hold office for a term of one (1) year and until his or her successor shall have been elected and qualified.
c. Each Director shall be elected by LLAA. In electing Directors, LLAA may seek recommendations from the Foundation’s Board or a committee of the Board. The President of LLAA shall serve as a Director of the Foundation.
Section 5.3. Regular Meetings. If not otherwise held at a time and place selected by the Board of Directors, a regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and at the same place as, the annual meeting of the member. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without notice other than such resolution.
Section 5.4. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or a majority of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Minnesota, as the place for holding any special meeting of the Board of Directors called by them.
Section 5.5. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail, or electronic transmission, to each Director at such Director’s address as shown by the records of the Foundation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If sent by electronic transmission, such notice shall be deemed to be delivered upon transmission. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 5.6. Quorum. A majority of the number of Directors entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present at any meeting of the Board of Directors, a majority of the Directors present and entitled to vote at such meeting may adjourn the meeting from time to time without further notice.
Section 5.7. Manner of Acting. Except as otherwise provided in these Bylaws, the act of a majority of the Directors present and entitled to vote at such meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5.8. Vacancies. Any vacancy occurring in the Board of Directors and, to the extent permitted by law, any directorship to be filled by reason of an increase in the number of Directors, shall be filled by appointment by LLAA. A Director so appointed
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Section 5.9. Compensation. Directors as such shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any Director from being reimbursed for expenses incurred in serving the Foundation or from serving the Foundation in any other capacity and receiving reasonable compensation therefor.
Section 5.10. Informal Action by Directors. Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. Written consents may be delivered to the Foundation by electronic transmission. A Director’s consent may be withdrawn by a revocation signed by the Director and delivered to the Foundation prior to the delivery to the Foundation of unrevoked written consents signed by all of the Directors.
Section 5.11. 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. Records of the meeting shall be kept as required by Article IX of these Bylaws.
Section 5.12. Presumption of Assent. A Director of the Foundation who is present at a meeting of the Board of Directors at which action concerning any Foundation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Foundation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 5.13. Removal. A Director may be removed by LLAA without cause. A Director may be removed by the Board of Directors for failure in any calendar year to attend at least seventy-five percent (75%) of the meetings of the Board of Directors and committee meetings for which the Director is a member.

ARTICLE VI – OFFICERS
Section 6.1. Officers. The officers of the Foundation shall be a President and a Secretary- Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors and shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
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Section 6.2. Election and Term of Office. The term of each of the officers shall be one year. Each officer, other than the President, shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. The President of LLAA shall serve as the President of the Foundation. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Section 6.3. Qualifications. A person need not be a member of the Board of Directors to serve as an officer.
Section 6.4. Resignation and Removal. An officer may resign at any time by delivering notice to the Board of Directors or the Secretary. A resignation is effective when notice is delivered unless the notice specifies a later effective date. Any officer may be removed by a vote of a majority of the members of the Board whenever in their judgment the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 6.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6.6. President. The President shall preside at all meetings of the member and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the Foundation 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 thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Foundation, and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6.7. Secretary-Treasurer. If required by the Board of Directors, the Secretary- Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine, and, if any, the expense of the bond shall be paid by the Foundation. He or she shall have charge and custody of and be responsible for all funds and securities of the Foundation, and shall receive and give receipts for moneys due and payable to the Foundation and from any source whatsoever and deposit all such moneys in the name of the Foundation in such banks or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws The Secretary-Treasurer shall keep the minutes of the meetings of the member and of the Board of Directors in one or more books provided for that purpose and in general perform all duties incident to the office of Secretary- Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. Without limiting the foregoing, the Secretary-
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Treasurer shall be responsible for maintaining and authenticating the following records: (i) minutes of all meetings of the member and Board of Directors; (ii) all actions taken by the member or Board of Directors without a meeting; (iii) all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Foundation; (iv) Articles or Restated Articles of Incorporation and all amendments to them currently in effect; (v) Bylaws or Restated Bylaws and all amendments to them currently in effect; (vi) all written communications to the member within the past three years, including the financial statements furnished for the past three years; (vii) list of names and business addresses of the current Directors and officers; and (viii) the Foundation’s most recent report delivered to the Secretary of State.

ARTICLE VII – COMMITTEES
Section 7.1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate and appoint one or more committees, each of which shall have at least one person who is a Director, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Foundation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to authorized distributions; approve, or recommend to the member dissolution, merger, or sale, pledge, or transfer of all or substantially all of the Foundation’s assets; elect, appoint, or remove Directors or fill vacancies on the Board or any of its committees; or adopt, amend, or repeal the Articles of Incorporation or Bylaws. The appointment of any such committee and the delegation of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law. Each committee shall fix its own rules governing the conduct of its activities as the Board of Directors may request.
Section 7.2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Foundation may be appointed by the President for such purposes and for such duration as the President may from time to time designate. Any member thereof may be removed by the President whenever in the President’s judgment the best interests of the Foundation shall be served by such removal. The President may terminate any committee so appointed as the President deems appropriate.
Section 7.3. Term of Office. Except as otherwise provided by the Board of Directors in the resolution appointing a committee member as provided in Section 7.1 of these Bylaws or by the President in appointing a committee member as provided in Section 7.2 of these Bylaws, each member of a committee shall continue as such until the next annual meeting of the Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
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Section 7.4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7.5. Quorum. A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7.6. Rules. Each committee may adopt rules of procedure not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 7.7. Informal Action. Any action required or permitted to be taken by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee. Action taken under this section is effective when the last committee member signs the consent, unless the consent specifies a different effective date. Written consents may be delivered to the Foundation by electronic transmission. A committee member’s consent may be withdrawn by revocation signed by the committee member and delivered to the Foundation prior to the delivery to the Foundation of unrevoked written consents signed by all of the committee members.
Section 7.8. Meetings by Conference Telephone. Members of a committee may participate in a meeting of the committee 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. Records of the meeting shall be kept as required by Article IX of these Bylaws.

ARTICLE VIII – CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS
Section 8.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, 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 Foundation and such authority may be general or confined to specific instances.
Section 8.2. Loans. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 8.3. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
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Section 8.4. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks or other depositories as the Board of Directors may elect.
Section 8.5. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or device consistent with the objectives of the Foundation.
Section 8.6. Loans to Directors or Officers. No loans shall be made by the Foundation to the Directors or officers of the Foundation. Any Director of officer who assents to or participates in the making of any such loan shall be liable to the Foundation for the amount of such loan until the repayment thereof.

ARTICLE IX – BOOKS AND RECORDS
Section 9.1. Books and Records Maintained. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its member, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the name and address of the member entitled to vote.
Section 9.2. Inspection. All books and records of the Foundation may be inspected by the member, or its agent or attorney, for any proper purpose at any reasonable time.
Section 9.3. Audit. The Board of Directors may have the books and records of account of the Foundation audited annually by a certified public accountant and shall present the report at the annual meeting of the member.

ARTICLE X – FISCAL YEAR
Section 10.1. Fiscal Year. The fiscal year of the Foundation shall begin on January 1 of each year and shall end on December 31 of each year.

ARTICLE XI – MISCELLANEOUS
Section 11.1 Facsimile and Electronic Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile and electronic signatures of any officer or officers of the Foundation may be used whenever and as authorized by the Board of Directors or a committee thereof. An “electronic signature” is any electronic symbol or process attached to or logically associated with a document sent by electronic transmission and executed or adopted by a person with the intent to sign such document. “Electronic signature” includes (i) a unique password or unique identification assigned to a person by the Foundation; (ii) a person’s typed name attached to or part of an electronic transmission sent by or from a source authorized by such person such as an e-mail address provided by such person as that person’s e-mail address; (iii) a person’s facsimile signature; and (iv) any other form of electronic signature approved by the Board.
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Section 11.2 Corporate Seal. The Foundation shall not adopt an official seal.
Section 11.3 Corporate Records. The books and records of the Foundation shall be kept at the principal office of the Foundation.
Section 11.4 Member’s Right to Information.
a. The member of the Foundation is entitled to inspect and copy, during regular business hours at the Foundation’s principal office, any of the following records of the Foundation: (i) Articles or Restated Articles of Incorporation and all amendments currently in effect; (ii) Bylaws or Restated Bylaws and all amendments currently in effect; (iii) minutes of all member’s meetings and records of all action taken by the member without a meeting; (iv) all written communications to the member; (v) a list of the names and business addresses of the Foundation’s current Directors and officers; (vi) the Foundation’s most recent report delivered to the Minnesota Secretary of State; and (vii) accounting records of the Foundation; provided the member shall have given the Foundation written notice of the member’s demand at least five (5) business days before the date on which the member wishes to inspect and copy.
b. Upon written request from the member, the Foundation, at its expense, shall furnish to the member the annual financial statements of the Foundation, including a balance sheet and income statement and, if the annual financial statements are reported upon by a public accountant, that report must accompany them.
c. The Foundation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records.
Section 11.5. Director’s Access to Records. A Director is entitled to inspect and copy the books, records, and documents of the Foundation at any reasonable time to the extent reasonably related to the performance of the Director’s duties as a Director, including any duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the Foundation.
Section 11.6 Electronic Transmissions. “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. Notice by electronic transmission is written notice. Notices and written consents may be given by electronic transmission. Each written consent given by electronic transmission shall contain an electronic signature of the person giving such written consent.
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ARTICLE XII – INSURANCE AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 12.1. Insurance. The Foundation may purchase and maintain insurance, at its expense, to protect the Foundation and any person who is or was a Director, officer, employee or agent of the Foundation, or of any subsidiary of the Foundation, or is or was serving as a member of a committee of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee, committee member, agent, partner or trustee (or in a similar capacity) of another corporation, partnership, joint venture, trust, other enterprise, (whether nonprofit or for profit), or employee benefit plan against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article, the Minnesota Nonprofit Corporation Act, or otherwise.
Section 12.2. Indemnification. The Foundation’s obligation to make indemnification and pay expenses pursuant to the Articles of Incorporation shall be in excess of any insurance purchased and maintained by the Foundation as provided in the Articles of Incorporation and such insurance shall be primary. To the extent that indemnity or expenses of a person entitled to indemnification and payment of expenses pursuant to Section 12.1 are paid on behalf of or to such person by such insurance, such payments shall be deemed to be in satisfaction of the Foundation’s obligation to such person to make indemnification and pay expenses pursuant to the Articles of Incorporation.

ARTICLE XIII – AMENDMENTS TO BYLAWS
Section 13.1. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws adopted by the affirmative vote of two-thirds of the entire Board at a meeting of the Board of Directors, provided, however, that any such alteration, amendment or repeal is not effective unless and until approved in writing by the member. Notice of the meeting setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Director, and to the member of the Foundation, at least ten (10) days prior thereto by written notice delivered personally or sent by mail or electronic transmission to each Director and the member at the addresses as shown by the records of the Foundation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, or when successfully transmitted electronically.

ARTICLE XIV – DISSOLUTION
Section 14.1. Distribution Upon Dissolution. Upon the dissolution of the Foundation or in the event it ceases to carry out the objects and purposes herein set forth, the Board of Directors, after paying or making provision for the payment of all the liabilities of the Foundation, may make distributions to another organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code or may make distributions to its member
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as permitted by the Minnesota Nonprofit Corporation Act and the applicable sections of the Internal Revenue Code.
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