Bylaws of the Coon Lake Improvement Association
October 16, 2020
ARTICLE I NAME. The name of this organization shall be the Coon Lake Improvement Association, hereinafter designated as the Association, and abbreviated “CLIA”.
ARTICLE II. PURPOSE. The purpose of the Association shall be to promote understanding and comprehensive management of Coon Lake and watershed ecosystems.
ARTICLE III. OBJECTIVES. The objectives of the Association shall be to:
Promote and provide a forum for sharing of information and experiences on scientific, administrative, and financial aspects of lake and watershed management.
Assist in the development of local lake restoration and protection programs in accordance with appropriate management strategies and techniques.
Encourage support and development of local, state, and national programs promoting lake and watershed management.
Foster a partnership for the mutual benefit of organizations, agencies, local units of government, and individuals concerned with lake and watershed improvement and protection.
Follow recommendations resulting from published lake studies, as agreed upon by the Association, and in accordance with county, state, and federal law.
ARTICLE IV. MEMBERSHIP.
SECTION A. There shall be an Annual Spring Membership Meeting that will be open only to Association members. At the Spring meeting, Association members may vote on Association matters including officer elections and changes in By Laws. There shall be an Annual Fall Membership Meeting that will be open to Association members and the public. If voting is necessary at a Fall Meeting, only Association members shall be allowed to vote.
SECTION B. The membership of the Association shall consist of and be open to all individuals, households, businesses and sportspersons whose interests align with the objectives of the Association.
SECTION C. To be a member in good standing, each household membership shall pay $25 and each individual membership shall pay $20; each sportsperson membership shall pay $10 to cover expenses of mailing, information bulletins, etc., for each year. A business membership shall pay $50, which will include the cost of advertising. If there is additional business membership from a residence, the member shall pay $30 for each business membership. In addition, if the business owner resides on Coon Lake, the business membership shall include a household or individual membership with voting rights as described in Art. VIII Sec. D.
SECTION D. Membership dues shall be reviewed annually by the Board of Directors, and any recommended revisions to the dues structure shall be voted upon by the Association members as prescribed in the By Laws Amendment Procedures.
SECTION E. The membership year of the Association shall end on December 31 of each year. Annual membership dues shall not be pro-ratable. Dues shall be payable to the Coon Lake Improvement Association or CLIA, for deposit by the Treasurer.
ARTICLE V. BOARD OF DIRECTORS.
SECTION A. The affairs of the Association shall be managed by a Board of Directors, herein after designated as the Board, under such rules as the Board may determine, subject to the specific conditions of these By Laws. It shall conduct the affairs of the Association in accordance with the majority views of the Association membership, as expressed in annual and/or special Association meetings.
SECTION B. The Board shall consist of the following officers: President, Vice President, Treasurer, Secretary, and three At-Large Board Members.
SECTION C. The Board shall conduct Board Meetings at least quarterly, and shall also meet at the call of the President. At meetings of the Board, a quorum shall consist of a majority (i.e., at least 50 percent) of its elected Board members in office. If committee chairs are in attendance, they can be included to gain a quorum if needed. All Board members shall be in good standing with the Association.
SECTION D. The Board shall be elected at the Annual meeting of the Association in the spring. Newly elected board members shall attend all Board meetings until June when they take over as active Board members. The terms of all Board members shall be for two (2) years, beginning in June of the year elected and continuing through May of the second year. All Board member positions are considered equal with regards to voting. Board members may succeed themselves, but not serve consecutively in the same position for more than two (2) terms, unless no other candidate is available for the position and with Board approval.
SECTION E. The Board shall select Committee Chairs to serve as of June 1.
SECTION F. Between meetings of the Board, the officers shall conduct the affairs of the Association.
SECTION G. Only one member of a household shall serve on the Board at a time unless no other candidate is available for the position.
SECTION H. Election of officers shall be as follows: President, Treasurer, and two Members at Large on odd numbered years, and Vice President, Secretary, and one Member at Large on even years.
SECTION I. Removal. At a meeting of the Association called for that purpose, the entire Board, or agent, or any individual director may be removed from office without assignment of cause by the vote of a majority of the membership entitled to vote. An officer or agent of the Association may be removed by a majority vote of the Board whenever in its judgment the best interests of the Association will be served by the removal.
ARTICLE VI. DUTIES OF OFFICERS AND COMMITTEE CHAIRS.
SECTION A. The President shall be a voting member of the Board and have general supervision of the affairs of the Association. He/she shall preside at all meetings of the Association and the Board. He/she may serve as an ex officio member of any and all committees. He/she shall see that all By Laws and any rules and regulations as may be adopted by the Association and the Board are enforced. He/she shall execute all contracts and other instruments, which shall have been first approved by the Board.
SECTION B. The Vice President is a voting member of the Board and shall assist the President and preside at meetings of the Association and the Board in the absence or vacancy of the President and may serve as an ex officio member of any and all committees. He/she shall be responsible for the annual audit. He/she shall perform such other duties as may be assigned by the Board.
SECTION C. The Treasurer is a voting member of the Board and shall be responsible for the financial affairs of the Association. He/she shall receive and retain custody of all funds paid to the Association. He/she shall keep full and accurate accounts of receipts and disbursements and shall pay all bills incurred by the Association, as authorized by the Board. He/she shall make a report at the Membership Meeting(s) of the Association on the financial affairs of the Association. He/she shall assist with the annual audit and maintain financial records for the past seven-year period He/she shall perform such other duties as may be assigned by the Board. The President must sign all Association checks payable to the Treasurer. Any board officer whose name is on the bank authorization list/signature card may endorse any check payable to the Association or paid by the Association. All Association funds shall be deposited to the credit of the Association in a financial institution approved by the Board.
SECTION D. The Secretary is a voting member of the Board and shall prepare minutes of all meetings of the Association and the Board. He/she shall maintain permanent records for the Association. He/she shall perform such other duties as may be assigned by the Board.
SECTION E Members at Large are voting members of the Board and shall serve the interests of the general membership and are encouraged to alternately attend the Sunrise Water Management Organization and Coon Lake Improvement District meetings.
SECTION F. The Committee Chairs generally, shall strive to achieve the objectives of the Association. Each Committee Chair shall be responsible for preparing and presenting pertinent lake and watershed management topics for Board consideration and shall act upon business of the Board in a thoughtful and conscientious manner. Each Committee Chair shall take an active role in promoting and developing the Association.
SECTION G. Regular attendance at Board and Association meetings by all Officers and Committee Chairs shall be expected.
SECTION H. Standards of Conduct.
A. All officers, and committee chairs shall discharge their duties, including their duties as members of a committee:
1. In good faith
2. With the care an ordinary prudent person in a like position would exercise under similar circumstances; and
3. In a manner they reasonably believe to be in the best interests of the Association.
B. In discharging their duties, officers, or committee chairs shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
1. One or more officer(s) or Association members who said parties reasonably believe to be reliable and competent in the matters presented.
2. Legal counsel, public accountants, or other persons as to matters said parties reasonably believe are within the person’s professional or expert competence.
3. A committee designated by the Board if they reasonably believe the committee merits confidence.
C. Officers or committee chairs are not acting in good faith if they have knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (B) unwarranted.
SECTION I. Delegation of Duties. Whenever an officer is absent or in case of a tie vote of the Board and the Board of Directors shall deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or to any Committee Chair(s) in order to complete the vote.
ARTICLE VII COMMITTEES.
SECTION A. Standing committees shall be established and committee chairs appointed as the Board sees fit. Any Association member may request to serve on any Committee. Members of Standing Committees and other established committees shall serve at the pleasure of the Board and shall be encouraged to continue to provide continuity.
SECTION B. The Board may establish and appoint a special advisory committee having regard only to its competence on the special subject and without regard to membership in the Association.
SECTION C. No Committee may expend Association funds without authorization by the Board.
ARTICLE VIII. NOMINATIONS AND ELECTIONS.
SECTION A. Nominations for elected positions for the open terms shall be received by the Board prior to the Annual Spring Meeting. Nominations also shall be accepted from the floor at the Spring Meeting.
SECTION B. Officers shall be elected by plurality vote of the Association members voting.
SECTION C. Nominees for the office of President must be a member in good standing for the past two years.
SECTION D. Voting Members. Voting privileges will extend only to Association members who have paid their membership annual dues. A Household Membership shall be considered two (2) voting memberships, and an Individual Membership shall be considered one (1) voting membership.
SECTION E. Association members may cast one (1) vote per person for one (1) candidate under each Officer position, or issue requiring a vote. Use of ballots is at the discretion of the Board.
SECTION F. Non-Voting Members. A sportsperson membership and a business membership shall have no voting privileges (with exception as noted in Art. 4 Sec. C).
ARTICLE IX. VACANCIES. Vacancies for all non-expired terms of the Board shall be filled by elective action of the Board until the next membership meeting.
ARTICLE X. COMPENSATION.
SECTION A. The Board shall serve without pay but may be reimbursed actual expenses while conducting Association business, providing that these expenses receive prior authorization from the Board.
SECTION B. The Board is authorized to hire individuals to serve the Association’s needs when no volunteers are available.
ARTICLE XI MEETINGS OF THE ASSOCIATION.
SECTION A. The Association’s Annual Spring and Fall Meetings shall be held at a time and place approved by the Board. Notice of these meetings will be announced in CLIA communications to membership (newsletter, email and social media) at least two weeks prior to the meeting date.
SECTION B. Special meetings shall be called by the President upon written petition of not less than twenty percent (20%) of the Association members, or may be called when in the opinion of the President there is business that should be brought before the membership for action prior to the next regular meeting. No business may be transacted at a Special Meeting other than that stated in the call. The Secretary shall give members at least fifteen (15) days’ notice of all special meetings.
SECTION C. A quorum of any authorized Association meeting shall consist of the members present.
SECTION D. Presiding Officer of the Association meeting may appoint a Sergeant At Arms to enforce “Robert’s Rules of Order”.
ARTICLE XII RULES OF ORDER. All Meetings of the Association and the Board shall be conducted in accordance with the latest edition of “Robert’s Rules of Order”, as the Board deems necessary.
ARTICLE XIII FISCAL YEAR. The fiscal year of the Association shall end on June 30 of each year. At the end of each fiscal year, the Vice President and at least one non-Board member shall conduct a financial audit. The Treasurer shall assist with the financial audit as needed.
ARTICLE XIV NOT FOR PROFIT STATUS. The Association shall be organized as a not for profit corporation in accordance with the State of Minnesota.
ARTICLE XV DISSOLUTION. The Association may be dissolved by a two-thirds (2/3) vote of all members through mail balloting. If dissolution is favorably acted upon, all just debts shall be paid out of the funds of the Association, and all remaining funds if any, shall be donated to the Minnesota DNR or any other organization designated by the Board for the benefit of Coon Lake in Anoka County.
ARTICLE XVI LIABILITY.
SECTION A. The Association shall carry General Liability Insurance and Director/Officer Liability insurance to protect the organization and elected Board members.
SECTION B. The Association shall assume no responsibility of liability for the well-being or actions of any member or representative of a member attending, managing, or participating in meetings or any other function of the Association.
SECTION C. No Officer or Committee Chair, former Officer or Committee Chair, or any authorized agent of the Association shall be liable in any manner to the Association or to any person or group for any loss of damage sustained as a result of action taken or not taken by said Officer, Committee Chair, or agent in good faith, if he/she exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs if they comply with Association By Laws.
ARTICLE XVII AMENDMENT PROCEDURES.
SECTION A. The Board shall review the Association By Laws every to two years or as needed. The Board will communicate any substantive changes they recommend to the By Laws to the Association members for their consideration before the Spring voting meeting.
SECTION B. Association members may petition to have By Laws updated by a vote at a Membership meeting.
SECTION C. These By Laws may be amended by a majority of the members voting at any Meeting of the Association which has been authorized by the Board. If notice of the By Laws amendments was provided to the membership at least thirty (30) days prior to the Meeting, a majority of those voting shall be required to adopt amendments.
ARTICLE XVIII EXPENDITURES.
SECTION A. Expenditures up to $5000 per subject matter request, may be approved by the Board. Expenditures of $5000.01 to $10,000.00 shall be approved by a majority quorum vote at a membership meeting of the Association. Expenditures above $10,000.00 must be approved by a two-thirds (2/3) majority quorum vote of the membership.
Updated CLIA By Laws approved by membership on October 15, 2020 (Fall Membership Meeting) (c) Copyright 2020 Coon Lake Improvement Association (CLIA)