HomeMy WebLinkAboutEXAMPLE BYLAWSEXAMPLE BYLAWS WITH VOTING MEMBERS
Provided by the City of Edina as an example to residents who wish to form a lake association. Residents/lake
associations are responsible for any filing and reporting requirements with the State of Minnesota to establish and
maintain non-profit status.
BYLAWS OF _____________ LAKE ASSOCIATION
The undersigned incorporator(s) is an (are) individual(s) 18 years of age or older and adopt the
following articles of incorporation to form a nonprofit corporation (Chapter 317A).
ARTICLE I – NAME AND PURPOSE
Section 1 - Name: The name of the organization shall be ______________ Lake Association. It shall be a
nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 - Purpose: ___________________ Lake Association is organized exclusively for charitable,
scientific, and education purposes.
The purpose of this corporation is:
• to maintain, protect, and improve the water quality, aesthetic values, wildlife habitat, and
recreational capacity of ___________ Lake;
• to educate shoreline owners and the public about the condition and protection of
______________ Lake; and
• to provide a framework for representation for shoreline owners interests in decision-making for
____________ Lake.
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility for membership: Application for voting membership shall be open to any current
shoreline property owner on ________________ Lake that supports the purpose statement in Article
I, Section 2. Membership is granted after completion and receipt of a membership application and annual
dues. All memberships shall be granted upon a majority vote of the board.
Section 2 – Annual dues: The amount required for annual dues shall be $______ each year, unless
changed by a majority vote of the members at an annual meeting of the full membership. Continued
membership is contingent upon being up-to-date on membership dues.
Section 3 – Rights of members: Each member shall be eligible to appoint one voting representative to cast
the member’s vote in association elections.
Section 4 – Resignation and termination: Any member may resign by filing a written resignation with the
secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A
member can have their membership terminated by a majority vote of the membership.
Section 5 – Non-voting membership: The board shall have the authority to establish and define non-voting
categories of membership.
ARTICLE III – MEETINGS OF MEMBERS
Section 1 – Regular meetings: Regular meetings of the members shall be held biannually, at a time and
place designated by the chair.
Section 2 – Annual meetings: An annual meeting of the members shall take place in the month of
_____________, the specific date, time and location of which will be designated by the chair. At the
annual meeting the members shall elect directors and officers, receive reports on the activities of the
association, and determine the direction of the association for the coming year.
Section 3 – Special meetings: Special meetings may be called by the chair, the Executive Committee, or a
simple majority of the board of directors. A petition signed by ten percent of voting members may also
call a special meeting.
Section 4 – Notice of Meetings: Printed notice of each meeting shall be given to each voting member, by
mail, hand delivery, or email, not less than two weeks prior to the meeting.
Section 5 – Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the
meeting in which the vote takes place.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation: The board is responsible for overall policy and direction of
the association, and delegates responsibility of day-to-day operations to the staff and committees. The
board shall have up to ten, but not fewer than three members. The board receives no compensation
other than reasonable expenses.
Section 2 – Terms: All board members shall serve two-year terms, but are eligible for re-election for up
to five consecutive terms.
Section 3 – Meetings and notice: The board shall meet at least annually, at an agreed-upon time and place.
An official board meeting requires that each board member have written notice at least two weeks in
advance.
Section 4 –Board elections: New directors and current directors shall be elected or re-elected by the
voting representatives of members at the annual meeting. Directors will be elected by a simple majority
of members present at the annual meeting.
Section 5 – Election procedures: Any member can nominate a candidate for a board member. All members
will be eligible to send one representative to vote for each candidate, for up to ten available positions
each year.
Section 6 – Quorum: A quorum must be attended by at least forty percent of board members for
business transactions to take place and motions to pass.
Section 7 – Officers and duties: There shall be three officers of the board, consisting of a chair, secretary
and treasurer. Their duties are as follows:
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other
members to preside at each meeting in the following order: secretary, treasurer.
The secretary shall be responsible for keeping records of board actions, including overseeing the
taking of minutes at all board meetings, sending out meeting announcements, distributing copies
of minutes and the agenda to each board member, and assuring that corporate records are
maintained.
The treasurer shall make a report at each board meeting. The treasurer shall make financial
information available to board members and the public.
Section 8 – Vacancies: When a vacancy on the board exists mid-term, the secretary must receive
nominations for new members from present board members two weeks in advance of a board meeting.
The nominations shall be sent out to board members with the regular board meeting announcement, to
be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular
board member’s term.
Section 9 – Resignation, termination, and absences: Resignation from the board must be in writing and
received by the secretary. A board member shall be terminated from the board due to excess absences,
more than two unexcused absences from board meetings in a year. A board member may be removed
for other reasons by a three-fourths vote of the remaining directors.
Section 10 – Special meetings: Special meetings of the board shall be called upon the request of the chair,
or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board
member at least two weeks in advance.
ARTICE V – COMMITTEES
Section 1 – Committee formation: The board may create committees as needed, such as fundraising,
communication, education, etc. The board chair appoints all committee chairs.
Section 2 – Executive Committee: The three officers serve as the members of the Executive Committee.
Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall
have all the powers and authority of the board of directors in the intervals between meetings of the
board of directors, and is subject to the direction and control of the full board.
Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee, which includes two
other board members. The Finance Committee is responsible for developing and reviewing fiscal
procedures, fundraising plans, and the annual budget with other board members. The board must
approve the budget and all expenditures must be within the budget. Any major change in the budget
must be approved by the board or Executive Committee. The financal year shall be the calendar year.
Annual reports are required to be submitted to the board showing income, expenditures, and pending
income. The financial records of the organization are public information and shall be made available to
the membership, board members, and the public.
ARTICLE VI – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by two-third majority of the
board of directors. Proposed amendments must be submitted to the secretary to be sent out with
regular board announcements.
Certification
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on
___________________.
Secretary ________________________________ Date ____________________