AMENDED BYLAWS OF THE LAKE SHORE PRESERVATION ASSOCIATION, INC.
This is an amended set of bylaws for the Lake Shore Preservation Association, Inc., and is hereby adopted on the date hereinafter set forth by a vote of a majority of a quorum of members present at a special meeting of the members of the Lake Shore preservation Association, Inc. The adoption hereof supersedes, replaces, and negates any and all previous versions of these bylaws.
NAME AND LOCATION
The name of the corporation is the Lake Shore Preservation Association, Inc. hereinafter referred to as the Association. The principal office of the corporation shall be located in Wissota Woods, town of Lafayette, Chippewa County, State of Wisconsin, but the meetings of Members and Directors may be held at such places within the State of Wisconsin, Counties of Chippewa and Eau Claire, as may be designated by the Board of Directors.
SECTION 1. Association shall mean and refer to the LAKE SHORE PRESERVATION ASSOCIATION, INC., its successors and assigns.
SECTION 2. Properties shall mean and refer to that certain real property described in the Declaration of Amended Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
SECTION 3. Lot shall mean and refer to any plot of land or individual Condominium unit shown upon any recorded subdivision map of the properties with the exception of the Common Areas.
SECTION 4. Owner shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot or individual Condominium unit which is a part of the Properties, including land contract purchasers or selling agents, but excluding those having such interest merely as security for the performance of an obligation.
SECTION 5. Declarant Owner shall mean and refer to the Association and its successors or assigns if such successor or assigns should acquire more than one undeveloped Lot or individual Condominium unit from the Declarant Owner for the purpose of development.
SECTION 6. Declaration shall mean and refer to the Declaration of Amended Covenants, Conditions and Restrictions, as further amended from time to time, applicable to the Properties and recorded in the Office of the Registrar of Deeds for Chippewa County, Wisconsin.
SECTION 7. Member shall mean and refer to those persons eligible for Memberships in the Association as provided in Article IV of the Declaration of Amended Covenants, Conditions and Restrictions.
SECTION 8. Common Area shall mean all real property owned by the Association for the common use and enjoyment of the Owners.
SECTION 1. ELIGIBILITY. Every Owner of a Lot subject to assessment shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment. The rights of Members are subject to a) the payment of the annual charges imposed by the Declaration, and b) compliance with the covenants of the Declaration and the rules and regulations of the Board of Directors regarding the use of Common Areas and the conduct of Members, their families, their tenants, and the guests of any thereof. As provided in Article IIc. of the Declaration, the voting and other membership rights of any Member may be suspended by action of the Directors during any period when such Member shall have failed to pay any annual charges then due and payable; but, upon payment of such charges, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the Common Area or the Personal conduct of any person thereon, the voting or other Membership rights of any Member may be suspended by action of the Board of Directors, if said Member, any member of his family, his tenants, or the guests of any thereof shall have violated such rules and regulations.
SECTION 2. RIGHTS AND PREREQUISITES OF MEMBERSHIP. Each member is entitled to the use and enjoyment of the Common Areas in accordance with the Declaration. Such rights may be delegated to and exercised by all members of his family who reside upon the Member=s Lot or within his individual Condominium unit, any of his tenants who reside there under a lease, and the guest of any thereof. Each Member shall notify the Secretary of the Association, in writing, of the full name and relationship to the Member of any person who shall be entitled to exercise such rights under this Section. The rights and privileges of such person are subject to suspension by the Board of Directors in the same manner and for the same reasons as those of any Member under the preceding Section.
MEETING OF MEMBERS
SECTION 1. REGULAR BI-ANNUAL MEETINGS. There shall be two (2) regular meetings of the Association which shall be held in the spring (March, April or May) and fall (September, October or November) of each year commencing with 2001.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Members may be called at any time by the President, by the Board of Directors, or if requested in writing, by one-fourth (1/4) of the members entitled to vote.
SECTION 3. NOTICE OF REGULAR MEETINGS. Written notice of each regular meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting by mailing a copy of such notice, postage prepaid, at least 15 days prior to such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting.
SECTION 4. QUORUM. The presence at a meeting of the Members of Proxies entitled to cast one-tenth (1/10) of the total Membership votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or
these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
SECTION 5. PROXIES. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot or individual Condominium unit.
BOARD OF DIRECTORS
SECTION 1. NUMBER. The affairs of this Association shall be managed by a Board of five Directors, all of whom must be Members of this Association.
SECTION 2. SUCCESSION. Nominations for Directors shall be taken at the fall (September, October, November) regular bi-annual meeting. Ballots for all nominees shall be sent to all Association members with the year-end dues statements and returned as instructed with their annual dues. Elected nominees shall begin to serve at the conclusion of the spring (March, April, May) regular bi-annual meeting. Three Directors shall be elected in each odd year and two Directors shall be elected in each even year, serving for a period of two years and holding their office until the conclusion of the Spring regular bi-annual meeting when his/her successor shall begin serving his/her term.
SECTION 3. REMOVAL. Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a Director, his/her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his/her predecessor.
NOMINATION AND ELECTION OF DIRECTORS
SECTION 1. NOMINATION. Nomination for election to the Board of Directors shall be made by a Nominating Committee at the fall regular bi-annual meeting. Nominations may also be made from the floor. The Nomination Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors at the spring bi-annual regular meeting of the Members, to serve from the close of such meeting until the close of the next fall regular bi-annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made only from among Members.
SECTION 2. ELECTION. Election to the Board of Directors shall be by secret written ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
MEETINGS OF DIRECTORS
SECTION 1. REGULAR BI-ANNUAL MEETINGS. The regular bi-annual meetings of the Board of Directors shall be held immediately following adjournment of the regular bi-annual meetings of Members in each year.
SECTION 2. SPECIAL MEETINGS. Special meetings shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days notice to each Director.
SECTION 3. QUORUM. A majority of the number of Directors but never less than three (3) shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
SECTION 4. ACTION TAKEN WITHOUT A MEETING. The Board shall have the right to take any action without a meeting which they could take at a meeting by obtaining the written consent of all the Board members. Any action so taken shall have the same effect as though taken at a regular meeting of the Directors.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
SECTION 1. POWERS. The Board of Directors shall have power to:
a) adopt and publish rules and regulations governing the use of the Common area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
b) suspend the voting rights and right to use of the recreational facilities of a Member during any period in which such Member shall be in default in the payment of an assessment levied by the Association. Such rights may also be suspended after notice and hearing;
c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the Membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;
d) employ a manager, or such other employees as they deem necessary, and to prescribe their duties.
SECTION 2. DUTIES. It shall be the duty of the Board of Directors to:
a) cause to be kept a complete record of all its actions and corporate affairs and to present a statement thereof to the Members at the regular bi-annual meetings of the Members, or at any special meeting when such statement if requested in writing by one-fourth (1/4) of the Members who are entitled to vote;
b) supervise all Officers, agents and employees of this Association, and to see that their duties are properly performed;
c) as more fully provided in the Declaration, to:
1) fix the amount of the annual assessment against each Lot or individual Condominium unit;
2) send written notice of each assessment to every Owner, subject thereto; and
3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to the same.
d) issue, or to cause an appropriate officer to issue, upon demand of any such person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
f) cause all Officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
g) cause the Common Area to be maintained.
OFFICERS AND THEIR DUTIES
SECTION 1. ENUMERATION OF OFFICES. The Officers of this Association shall be a President and Vice President, both of whom shall at all times be members of the Board of Directors; a Secretary; a Treasurer; all of whom must be Members of the Association.
SECTION 2. ELECTION OF OFFICERS. The election of Officers shall take place at the spring regular bi-annual meeting of the Board of Directors following the spring regular bi-annual meeting of the Members.
SECTION 3. TERM. The Officers of the Association shall serve for two years unless he/she shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
SECTION 4. SPECIAL APPOINTMENTS. The Board may elect such other Officers as the affairs of the Association may require, each of whom shall hold office for such period, having such authority, and perform such duties as the Board may, from time to time, determine.
SECTION 5. RESIGNATION AND REMOVAL. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6. VACANCIES. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.
SECTION 7. MULTIPLE OFFICES. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more that one of any of the other offices, except in the case of special offices created pursuant to Section 4 of this Article.
SECTION 8. DUTIES. The duties of the Officers are as follows:
a) President. The President shall preside at all meetings of the Board of Directors and of Members; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments; and shall co-sign any/all checks over $100 and promissory notes.
b) Vice President. The Vice President shall act in the place of or stead for the President in the event of his/her absence or inability or refusal to act; and shall exercise and discharge such other duties as may be required of him/her by the Board.
c) Secretary. The Secretary shall record the votes and keep minutes of all meetings and proceedings of the Board and of the Members; keep the Corporate Seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books to be made by a public accountant at the completion of each fiscal year; prepare annual tax returns; prepare an annual budget and a statement of income and expenditures to be presented and copies provided to the Membership at its regular bi-annual meetings.
REIMBURSEMENT AND COMPENSATION
SECTION 1. Any Director or Officer may be reimbursed for his/her actual expenses incurred in the performance of his/her duties.
SECTION 2. Directors and Officers may be compensated for any service he/she may render to the Association, provided consent of such compensation is given at a regular meeting of the Members by two-thirds (2/3) vote of the required quorum at such meeting.
The Board of Directors shall appoint committees as deemed appropriate in carrying out its purpose.
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of twelve (12) percent per annum, and the Association may bring action at law against the Owner personally obligated to pay the same or foreclose the lien against the property pursuant to Chapter 779 of the Wisconsin statutes. Interest, costs and reasonable attorney=s fees of such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot or individual Condominium unit.
The Association shall have a seal in circular form having within its circumference the words: The Lake Shore Preservation Association, Inc.
SECTION 1. These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy.
SECTION 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
This instrument was drafted by the Lake Shore Preservation Association, Inc.
Revised: November 12, 2000