Constitution & Bylaws



The Byllesby Improvement Association, Inc. is governed by the Minnesota Statutes Annotated-Chapter 317, the Association’s Articles of Incorporation, and its Bylaws.  The Association’s Article of Incorporation set forth the Association’s name and purpose, which is shoreline, and water quality of Lake Byllesby, Minnesota for the benefit of area residents and visitors of the lake, and to perpetuate the same; that the Association is a nonprofit corporation and shall not afford pecuniary gain to its members; that its existence is perpetual; that the location of its registered office is Cannon Falls, Minnesota; that there will be no personal liability against members; that there is no capital stock; that neither voting by proxy nor cumulative voting will be allowed. 


The Association’s Bylaws are as follows: 


Section 1: Classes 

There should be three classes of membership: Member, Honorary, and Sponsor.  All membership classes share equal rights and privileges in the organization. 

Section 2: Qualifications 

a. Members.  Members are any individuals, families, businesses, or organizations interested in the objectives of this association who are current in their annual dues. 

b. Honorary Members.  Honorary Members are persons, offices, or organizations interested in, or contributing to, the objectives of this Association who, at the discretion of the majority of the directors, should become Honorary Members. 

c. Sponsor Members.  Sponsor Members are Individuals or businesses interested in the objectives of this association who are current in their annual “Sponsor” dues and who, in addition to membership privileges, wish to be included as “Sponsors” on the association website/newsletters. 

Section 3. Dues, Contributions and Assessments. 

a. Members.  The dues are $25.00 annually per membership,assessed by calendar year. Dues are due and payable on or after January 1 of each year, and must be paid before a member can vote at any meeting after January 1 of the respective year.  If dues for any year are not paid during that calendar year, the respective former Member shall no longer have voting rights.  If a person is otherwise qualified membership may be renewed at any time.  Any household or organization may hold more than one active membership as long as payment of the $25 annual dues for each membership has been made. 

b. Honorary Members.  No dues or financial contributions are required or expected of Honorary Members. Complimentary memberships may be terminated by a majority vote of the directors. 

c. Sponsor Members.  Dues will be $50.00 per calendar year to include advertisements in periodic newsletters and regular inclusion on the association website. 

d. Assessments.  Any funds which, in the opinion of the directors, are necessary for the proper functioning or maintenance of the Association or its property, may, with the approval of a majority of Members present at a special meeting called for that purpose, be assessed against and collected from Members in equal amounts. 

Section 4. Rights, Privileges, and Obligations. 

a. Governing Regulations.  All members shall abide by the Governing Regulations of the Association. 

b. Association Property.  No Member shall attempt to exercise any control, domain or special privilege over any of the Association's property, except such control, domain or special privilege as is granted by the Association. 

c. Voting Rights.  All Members have voting rights. Each Member, Honorary Member, or Sponsor Member is entitled to one vote. 

Section 5. Meetings 

a. Annual Meetings.  The Annual Members' Meeting shall be held at a time and place to be determined by a majority vote of the directors present at a prior directors' meeting. 

b. Special Meetings.  Special meetings of all Members shall be held at the call of the President or any two directors at a time and place determined by a majority decision of the directors. 

c. Attendance.  All Members may attend all general membership meetings. 

d. Notice.  All Members shall be notified by Mail or Email by the Secretary as to the time and place of annual and special meetings of the Members. A public notice shall also be given. 

e. Presiding Officer.  The President, or in his absence, the Vice President shall preside at all meetings for the Members. 

f. Quorum.  A quorum sufficient for enacting association business shall be 20% of the Membership roster prior to the start of the meeting, or if less than 20% by unanimous agreement of the board of directors. 

Section 6. Termination of Membership. 

a.  Revocation.  Members, Honorary Members, and Sponsor Memberships may be revoked by a majority vote of all Members present at a meeting called for that purpose, when a Member intentionally violates any Governing Regulation of this Association, and, in the opinion of a majority of the Members present at such meeting such violation was unjustified or inexcusable.  Prior to such revocation, the Member to be affected shall be notified of the pending action thereon, and shall be afforded an opportunity to be heard by the Members at such meeting. 

b. Withdrawal.  Any Member may withdraw from the Association by non-payment of dues and/or notifying a board Member of withdrawal. 


Section 1. Qualifications.  Only Members of the Association may act as Directors. 

Section 2. Number.  There shall be nine elected Directors in addition to one appointed Director representing the Boy Scouts of America (Camp Phillippo). 

Section 3: Elections.  Directors shall be elected at the Annual Meeting of the Members. In the case of vacancies or resignations, which may occur during the year, new Directors may be invited to serve on the board by the President but must be confirmed by the membership at the first subsequent general membership meeting. 

Section 4: Term of Office.  All Directors shall be elected for three year terms, or until their successors are elected and assume their office. The terms may be staggered so that one-third of the directorship shall be up for election each year. Directors shall assume their office immediately after their election. 

Section 5: Meetings.  Newly elected and holdover Directors shall hold their first meeting at the time and place determined by the President in office at the time of the election of the new Directors, as provided in Article III, Section 7 of these Bylaws, and that President shall act as the presiding Officer at such meeting.  Other meetings of the Directors will be held at the call of the President or any other Director, but at least one meeting shall be held in January of each year when a time and place for the annual meeting of the Members shall be determined. 

Section 6: Compensation. Directors shall not receive any compensation. 

Section 7. Duties.  Section 317.20 of Minnesota Statutes Annotated provides that the Directors shall manage the business of the Corporation. Section 317.21 of Minnesota Statutes Annotated provides that except where the Articles of Incorporation or Bylaws provide otherwise the Directors shall elect the officers. 


Section 1. Number.  There shall be four elected officers. President, Vice President, Secretary, and Treasurer.  Other ad hoc officers and committee members, all subordinate to the above named officers, may be appointed by the President. 

Section 2. Election.  The officers, other than those appointed by the President, shall be elected by the Directors at the Directors first meeting. 

Section 3. Qualifications.  Only Directors may act as the four elected officers. 

Section 4. Term of Office.  The officers shall assume their office at the end of the meeting at which they were elected or appointed.  The term of all officers and committee members appointed by the President shall terminate on the day following the general Membership meeting.  The term of officers elected by the Directors shall terminate or continue until the new Directors are elected, except that the term of office of the President shall continue and terminate at the end of the meeting of the Directors wherein they elect new officers. 

Section 5. Compensation.  The officers and committee Members shall not receive any compensation. 

Section 6. Payment of Bills.  Bills are to be paid and checks are to be drawn only after payment of an obligation is authorized by a majority vote of the Directors present at an authorized meeting of the Directors, all of which are to be 
reported in the minutes of the meeting. 

Section 7. President-Directors First Meeting.  The President shall notify the Directors as soon as conveniently possible after the election of a time and place of the Directors' first meeting. 

Section 8. Expectations of Directors.  Regular attendance at board meetings and active participation in board-designated tasks is expected of each and every board member.  Absence at board meetings is condoned only in extraordinary circumstances, and only if the President has been notified sufficiently beforehand.  Board members who are unable or unwilling to fulfill these expectations are requested to relinquish their seat in a timely manner so the President may arrange a committed replacement. Board members who fail to attend at least 50% of board meetings during the year for any reason will automatically forfeit their directorship unless a quorum or the remaining board members vote to retain them 


Section 1. He, His or Him.  The words "he", "his" or "him" as used in these bylaws include "she" and "her" respectively. 

Section 2. Dissolution.  On dissolution or termination of the corporate existence of this Association, assets then left shall be distributed to a non-profit organization as determined by the Directors as provided in Minnesota Statutes Annotated 317.57, subdivision 1. 

Section 3. Insurance.  In circumstances where deemed appropriate by the board of Directors, insurance should be obtained. 

Section 4. Purchases and Indebtedness.  No land, or personal property costing more than $500.00
Apr 28, 2014, 7:54 AM