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Bylaws

Baby, Kerr, Kid, Lost, Man & McKeown
Property Owners Association By-Laws

I. MEMBERSHIP

(A) Eligibility:

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.

2. A non-voting Limited Membership may be granted to anyone who supports the Association’s mission and pays the annual dues including: leaseholders, other lake associations, other organizations wishing to exchange information or publications, such as The Lake Link.

3. Membership shall be evidenced by payment of annual Membership dues.

(B) Voting:

1. There shall be one vote for each deeded property owner(s) that has a paid membership.

2. The Board of Directors will specify the method of voting to ensure the one- membership one-vote rule is adhered to.

3. For special or timely issues that in the judgment of the Board of Directors can not 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.

(C) Privacy:

1. All personal membership information shall be treated as confidential by the Board of Directors.

2. Lists of Association members and member’s information may be provided to outside entities only by authorization of the Board of Directors in response to legal requirements/orders.

II. MEETINGS OF MEMBERSHIP

(A) Annual and Special Meetings:

1. There shall be an Annual Meeting of the membership during the fiscal year.

2. The Board of Directors shall designate the time and place of the meeting and give at least thirty (30) days notice to the membership of the Annual Meeting.

3. Annual Membership dues changes must be approved by the Association's membership at the Annual Meeting.

4. There shall be an Annual Financial Report presented at the Annual Meeting.

5. Any matters pertinent to the purposes of the Association may be presented at the Annual Meeting for discussion or action.

6. The property owners from each lake may caucus at the Annual Meeting to select their Lake Representative Director(s).

7. Any debt instrument enter into by the Association must be first approved by the Association's membership.

8. 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.

9. The quorum for the Annual and Special Meetings will be members present.

(B) Association’s Fiscal Year

The Association's Fiscal Year will be the calendar year (January 1 to December 31). Fiscal year-end results from the prior year and other current financial information will be presented at the Annual and Board Meeting(s).

III. Executive Board of Directors

(A) The Executive Board of Directors of the Association shall be:

1. President

2. Vice President

3. Treasurer

(B) Nomination and election:

1. The Executive Board of Directors shall be elected by the membership at the Annual Meeting.

2. At the time of the Annual Meeting, nominations for Executive Board of Directors may be made from the floor.

3. The Executive Board of Directors serves as a nominating committee and may present at the Annual Meeting one or more candidate names for Board elective positions.

4. If no member is nominated for an elected position, the President may fill the vacant Executive Board of Director position(s) by appointment from the membership with the approval of the Board of Directors.

(C) Duties of Executive Board of Directors:

1. President:

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

b. The President shall represent the Association in all matters relating to the Association.

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

2. Vice President:

a. The Vice President shall assume the duties of the President if the Presidentis 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.

3. 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.

(D) The Executive Board of Directors shall also serve as members of the Board of Directors during their term.

(E) Tenure of Office: All elected and appointed Directors terms of office are one year.

IV. BOARD OF DIRECTORS

(A) Qualifications/Term of Office:

All appointed members of the Board of Directors must be voting members in good standing of the Association and will be appointed to one year terms.

(B) Members:

1. Executive Board of Directors.

2. Lake Representative/Director(s) shall be selected to represent their lake in the Association. Each lake’s voting members may select additional directors to represent them based upon the following formula: (If a lake exceeds 50 property owners they may elect one additional representative for each additional 50 property owners.)

3. Immediate Past President:   The Immediate Past President will provide counsel to assist the transition of the newly elected President and will assist in the orientation of newly elected or appointed Board of Directors members.

4. Standing Committee Chairs:   The President shall appoint the Standing Committee Chairs with the approval of the Board.

5. Special Committee Chairs:   Special Committees and their respective chairs may be established by the President with the approval of the Board.

6. Recording Secretary: The Recording Secretary shall be appointed by the President with the approval of the Board of Directors.

(C) Quorum: A quorum to conduct business shall be the directors present.

(D) Meetings of the Board of Directors:

1. The Board shall adopt and publish an annual quarterly meeting schedule.

2. 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. These meetings may be conducted by electronic media (telephonic and/or web- based).

(E) Duties of the Board of Directors:

1. To carry out such policies and procedures as to best advance the purposes and mission of the Association.

2. To give final approval to all expenditures.

(F) Standing Committees:

1. The Board may establish Standing Committees to undertake efforts in specialized areas that fulfill the mission of the Association.

2. Committee chairs will serve one year terms and will be appointed by the President with the approval of the Board.

3. Standing Committees may be dissolved by the Board.

4. The following are Association Standing Committees:

-Fisheries Management Planning

-Water Quality Management Planning

-Invasive Species Management Planning

-Membership

-Wildlife Habitat Management Planning

-Historical Preservation/Archival Records

(G) Vacancies on Board of Directors:  The President, with the approval of the Board, will appoint an individual voting Association member to fill any vacant Board position.

V. MEETING PROCEDURES

Robert’s Rules of Order shall govern all meetings of the Association.

VI. AMENDMENT OF BY-LAWS

Amendments to the By-Laws 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 or The Lake Link newsletter at least thirty (30) days prior to any potential action on a proposed By-Law change. Mailings or the newsletter and/or electronic media will use on-record members’ address information. Failure to receive notice or ballot does not invalidate the By-Law change process or its results. The quorum of the balloting or voting process will be the voting members present or participating. A majority vote of those voting is necessary to change the By- Laws. The Board’s Policy and Procedure Manual will determine the voting procedures and tabulation process.

VII. INDEMNIFICATION CLAUSE

Each Person who shall be, is, or has been an officer of or an executive committee member of this Association, shall be indemnified by this Association against expenses, judgments, including attorney fees necessarily incurred by such person in connection with the defense or settlement of any action, suit, or proceeding to which they are a party, by reason of their being or having been an officer of or an executive committee member of this Association; unless said person shall be adjudged in such action, suit, or proceeding to be liable f