By Laws of
the Coon Lake Improvement Association
May 19, 2011
I NAME. The name of
this organization shall be the Coon Lake Improvement Association, hereinafter
designated as the Association, and abbreviated “CLIA”.
PURPOSE. The purpose of the Association shall be to promote understanding and
comprehensive management of Coon Lake and watershed ecosystems.
OBJECTIVES. The objectives of the Association are to:
Promote and provide a forum for sharing of information and experiences on
scientific, administrative, and financial aspects of lake and watershed
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.
A. There will be an Annual
Spring Membership Meeting that may be opened to the general public.
B. The membership of the
Association shall consist of and be open to all individuals, households, businesses
and sportspersons whose interests are consistent with the objectives of the
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. In addition if
the business owner resides on Coon Lake, the business membership will include a
household or individual membership with
voting rights as described in Art. VIII Sec. D. Each additional business
membership from a lake residence shall pay $30.
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.
E. The membership year of the
Association shall end on December 31st of each year. Annual membership dues are
not pro-ratable. Dues for household or individual memberships paid
by January 31st of the membership year will be discounted $5.00. Dues are
payable to the Coon Lake Improvement Association or CLIA, for deposit by the
Treasurer. Dues paid for any
number of years in advance will be assessed the current year annual membership
rate and also would include the discounted rate.
ARTICLE V. BOARD OF DIRECTORS.
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 should 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.
The Board shall consist of the
following officers: President, Vice President, Treasurer, Secretary, and three
At-Large Board Members.
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 of its elected Board members in office. All Board members shall
be in good standing with the Association.
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
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.
The Board shall select Committee Chairs to serve as of June 1.
F. Between meetings of the
Board, the officers shall conduct the affairs of the Association.
G. Only one member of a
household shall serve on the Board at a time unless no other candidate is
available for the position.
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.
Removal. At a meeting of the
Association called for that purpose, the entire Board of Directors, 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 of
Directors whenever in it’s judgment the best interests of the Association will
be served by the removal.
DUTIES OF OFFICERS AND COMMITTEE CHAIRS.
A. The President is a voting
member of the Board and shall 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
B. The Vice President is a
voting member of the Board and shall assist the President and shall 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.
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 Annual Meeting 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
years. He/she shall perform such other duties as may be assigned by the Board.
The Treasurer’s signature shall be required on all checks payable to the
Association. Two of the following three officers, Treasurer, President or Vice
President shall sign all checks issued by the Association. The President
must sign all Association checks payable to the Treasurer. All Association
funds shall be deposited to the credit of the Association in a financial
institution approved by the Board.
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 of the
Association. He/she shall perform such other duties as may be assigned by the
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.
F. The Committee Chairs
generally, shall strive to achieve the objectives of the Association. Each
Committee Chair shall be responsible for preparation and presentation of
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 is expected to take an active roll in promoting and
developing the Association.
Regular attendance at Board and Association meetings by all Officers and
Committee Chairs is expected.
Standards of Conduct.
All officers, and committee chairs shall discharge their duties, including
their duties as members of a committee:
1. in good
with the care an ordinary
prudent person in a like position would exercise under similar circumstances;
in a manner they reasonably
believe to be in the best interests of the Association.
B. In discharging their duties, officers, or committee
chairs are entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or
1. one or
more officer or Association members whom said parties reasonably believe to be
reliable and competent in the matters presented:
counsel, public accountants, or other persons as to matters said parties
reasonably believe are within the person’s professional or expert competence:
committee of the board of directors of which said parties are not a member 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)
I. Delegation of Duties.
Whenever an officer is absent or in case of a tie vote of the board and the
Board of Directors may deem it desirable, the Board may delegate the powers and
duties of an officer to any other officer or to any Committee Chair(s).
A. Standing committees of the
Association shall be a Publication Committee, a Membership Committee, a Social
Committee, a Water Quality Committee, and an Education Committee. Other
committees will 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
until the end of the Committee Chairs term and are encouraged to continue to
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.
C. No Committee may expend
Association funds without authorization by the Board.
ARTICLE VIII. NOMINATIONS AND
Nominations for elected positions for the open terms may be received by
the Board prior to the Annual Spring Meeting. Nominations also will be accepted
from the floor at the Spring Meeting.
B. Officers shall be elected by
plurality vote of the Association members voting.
C. Nominees for the office of
President must be a member in good standing for the past two years.
Voting Members. Voting
privileges will extend only to association members with riparian rights on Coon
Lake. A Household Membership shall be considered two (2) voting
memberships and an Individual Membership shall be considered one (1) voting
Association members may cast one (1) vote per person for one (1) candidate
under each Officer position, or issue requiring a vote. Ballots will provide
space for write-in candidates for each Board position.
Non-Voting Members. A sportspersons membership and a business membership shall
have no voting privileges (with exception as noted in Art. 4 Sec. C).
Vacancies for all non-expired terms of the Board
shall be filled by elective action of the Board until the next membership
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.
XI MEETINGS OF THE ASSOCIATION.
A. The Annual Spring Meeting of
the Association shall be held at a time and place approved by the Board. Notice
of the Annual Spring Meeting will be announced in the CLIA Newsletter delivered
to the membership at least two weeks prior to the meeting date.
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.
C. A quorum of any authorized
Association meeting shall consist of the members present, but shall not consist
of less than twenty percent (20%) of the Association membership.
D. Presiding Officer of the
Association meeting may appoint a Sergeant At Arms to enforce “Robert’s Rules
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 30th of each year. At the end of each fiscal year the Vice
President and at least one non Board of Director member will conduct a
financial audit. The Treasurer will assist with the financial audit as
ARTICLE XIV NOT FOR PROFIT
The Association shall be organized as a not for
profit corporation in accordance with the State of Minnesota.
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
ARTICLE XVI LIABILITY.
A. The Association assumes 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.
B. No Officer or Committee
Chair, former Officer or Committee Chair, nor any authorized agent of the
Association shall be liable in any manner to the Association or 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.
A By Laws committee may be voluntary
and/or appointed by the Board and will review the By Laws every two years.
Amendments to these By Laws may be
initiated through a By Laws Committee or by written petition of at least twenty
per cent (20%) of the members of the Association. Proposed amendments shall
then be considered by a By Laws Committee, which then may make a report and
recommendation to the membership.
C. These By Laws may be amended
by two-thirds (2/3) 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.
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 membership. Expenditures above $10,000.00 must be approved by a
two-thirds (2/3) majority quorum vote of the membership.