BY-LAWS
FRIENDS OF ROWAN CREEK, INC.
ARTICLE
I
BOARD OF
DIRECTORS
Section
1.1 NUMBER AND QUALIFICATIONS.
The
property, business and affairs of the Corporation shall be vested
in the Board of Directors.
Section
1.2 NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of not less than three adult residents of the State of
Wisconsin all of whom are members of the Corporation at the time
that they are elected to serve and who shall support the purposes
of the Corporation as set forth herein and in the Articles of
Incorporation. Directors shall be elected in the manner provided
in this Article. To the extent practicable, the Board of Directors
shall include persons from all municipalities located within the
Rowan Creek watershed and having knowledge and experience in agricultural,
natural resources, business, financial, scientific, technical
or professional fields relating to the purposes and operations
of the Corporation, and including, where practicable, one or more
representatives of local units of government in the region.
Section
1.3 TERMS OF OFFICE. The Directors shall be elected for three-year
terms beginning upon their election and ending at the third Annual
Meeting of Members thereafter or until their successors are elected
and qualified or upon their prior death, resignation or removal.
However, the terms of Directors shall be staggered such that one-third
of the Directors taking office in the first year of the Corporation's
existence shall be designated by lot to hold one-year terms and
one-third of such Directors shall be designated by lot to hold
office for two-year terms.
Section
1.4 ELECTION. The Board of Directors at any meeting of the
Board may elect persons to serve on the Board of Directors for
a term of three years. However, the term of any Director so elected
shall terminate at the first Annual Meeting of Members following
such election unless that Director is elected by the members at
such meeting as provided in this article. In addition, the Board
of Directors may nominate persons to serve as Directors upon election
by the members at the Annual Meeting of Members. Additional nominations
for Directors may be made at the Annual Meeting of Members by
a motion of no fewer than five members of the Corporation, provided
that the nominee is present. All nominations, whether by the Board
of Directors or by a motion of members, shall be made with the
consent of the nominee. Board members shall be elected by a majority
vote of all members present at the Annual Meeting of Members.
No more than 40 percent of the Board may be comprised of directors.
Section
1.5 VACANCIES. A vacancy in the Board of Directors shall be
filled by majority vote of Directors until the expiration of the
term of the vacancy. However, the term of any Director so elected
shall terminate at the first Annual Meeting of Members following
such election unless that Director is elected by the members at
such meeting as provided in this article.
Section
1.6 REMOVAL AND RESIGNATION. Any Director may be removed from
office by the affirmative vote of two-thirds of the Directors
then in office if, in the sole discretion of such Directors, the
best interests of the Corporation would be served thereby. A Director
may resign at any time by filing his or her resignation with any
officer of the Corporation.
Section
1.7 MEETINGS. Meetings of the Board may be called by the President,
the Secretary or a majority of Directors, to be held at such times
and places as is determined by the Officer or Directors calling
such meeting.
Section
1.8 NOTICE AND WAIVER. Notice of each meeting of the Board
of Directors shall be given by written notice delivered personally,
mailed, or electronically mailed to each Director or by telephone
call directly to each Director, in each case not less than seventy-two
hours prior thereto. Whenever any notice whatever is required
to be given to any Director of the Corporation under the Articles
of Incorporation or By-laws or any provision of law, a waiver
thereof in writing, signed at any time by the Director entitled
to such notice shall be deemed equivalent to the giving of such
notice. The attendance of a Director at a meeting shall constitute
a waiver of notice of such a meeting, except where a Director
attends a meeting and objects at such meeting to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be specified in
the notice.
Section
1.9 QUORUM. One half of the Directors shall constitute a quorum
for the transaction of any business at any meeting of the Board
of Directors. The vote of a majority of Directors present at a
meeting at which a quorum is present shall be the act of the Board,
unless the act of a greater proportion is required by law, or
by the Articles of Incorporation or the By-laws.
Section
1.10 PRESUMPTION OF ASSENT. A Director present at a meeting
of the Board of Directors at which action on any matter is taken
shall be presumed to have assented to the action taken unless
he or she votes against such action or abstains from voting because
of an asserted conflict of interest.
Section
1.11 COMPENSATION. Directors shall serve without pay or other
compensation, but may be reimbursed for expenses incurred in the
performance of their duties.
Section
1.12 CONDUCT OF MEETINGS. The President, and in his or her
absence, the Vice-President, and in his or her absence, any Director
chosen by the Directors present, shall call meetings of the Board
of Directors to order and shall act as a President of the meeting.
The Secretary of the Corporation shall act as Secretary of all
meetings of the Board of Directors, but in the absence of the
Secretary, the presiding officer may appoint any Assistant Secretary
or any Director or other person to act as Secretary of the meeting.
ARTICLE
II OFFICERS
Section
2.1 NUMBER AND QUALIFICATION. The principal Officers of the
Corporation shall consist of a President, a Vice-President, a
Secretary, and a Treasurer, all of whom are Directors.
Section
2.2 ELECTION AND TENURE. Officers shall be elected by the
Board of Directors immediately following the Annual Meeting of
Members in each calendar year, to serve until the next Annual
Meeting of Members in the following calendar year, or until their
successors have been duly elected and qualified or until their
prior resignation, removal or death.
Section
2.3 REMOVAL. Any Officer or agent of the Corporation may be
removed by the Board of Directors whenever in its best judgment
the interests of the Corporation will be served thereby.
Section
2.4 VACANCIES. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, shall
be filled by the Board of Directors for the unexpired portion
of the term.
Section
2.5 PRESIDENT. The President shall be the principal executive
officer of the Corporation. The President shall preside at all
meetings of the Board of Directors, prepare an Annual Report on
the Corporation's activities, and shall perform such other duties
as are normally incident to the office of President.
Section
2.6 VICE-PRESIDENT. In the absence of the President or in
the event of his or her death, refusal or inability to act, the
Vice-President shall perform the duties of the President, and
when so acting shall have all the powers of and be subject to
all the restrictions upon the President. The Vice-President shall
perform such other duties as may be from time to time assigned
to him or her by the President or by the Board of Directors.
Section
2.7 SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors; see that all notices are duly
sent in accordance with the provisions of these By-laws or as
required by law; be custodian of the corporate records; serve
as clerk of the Corporation; and, in general, perform all duties
incident to the office of Secretary and such other duties as may
be from time to time assigned to him or her by the President or
Board of Directors.
Section
2.8 TREASURER. The Treasurer shall have charge and custody
of and be responsible for all funds, securities and other valuables
of the Corporation; keep a register of the post office addresses
of each contributor and record of each contributors payment; give
and receive receipts for monies due and payable to the Corporation;
deposit the funds of the Corporation in its name in such banks,
trust companies or other depositories as shall be determined by
the Board of Directors; give bond for the faithful discharge of
his or her duties, if required by the Board of Directors, in such
sum and with such surety or sureties as the Board shall determine;
prepare or cause to be prepared an Annual Report of the Financial
Affairs of the Corporation, and in general, perform all of the
duties incident to the office of Treasurer and such other duties
as may be from time to time assigned to him or her by the President
or by the Board of Directors.
Section
2.9 ASSISTANTS AND ACTING OFFICERS. The Board of Directors
shall have the power to appoint any person to act as assistant
to any officer, or to perform the duties of such officer whenever
it is impracticable for such officer to act personally. Such assistants
or acting officers appointed by the Board of Directors shall have
the power to perform all duties of the office to which he or she
is so appointed to be assistant, or as to which he or she may
be appointed to act, except as such power may otherwise be defined
or restricted by the Board of Directors.
Section
2.10 ADDITIONAL OFFICERS. Any additional Officers not specified
above shall have such authority, duties and responsibilities as
shall be specifically authorized and designated by the Board of
Directors.
ARTICLE
III COMMITTEES OF DIRECTORS
The Board
of Directors may appoint or authorize the President to appoint
such permanent or temporary committees as it shall deem necessary
to conduct the business of the Corporation. The Board may by resolution
delegate to a committee of not fewer than three Directors the
exercise of any power of the Board when the Board is not in session
in the management of the Corporation except the election of officers
and filling of the Board vacancies. Persons who are not Directors
may serve on such committees as non-voting members.
ARTICLE
IV MEMBERS
Section
4.1. MEMBERS. Membership is open to any individual or organization
that supports the purposes of the Corporation. Membership is conferred
upon payment of membership dues.
Section
4.2. MEMBER DUES. Classes of members and a schedule of member
dues shall be established by the Board of Directors.
Section
4.3. ANNUAL MEETING. An Annual Meeting of Members shall be
held in the spring of each year for the purpose of election of
the Board of Directors, to receive various reports, discuss major
projects for the upcoming year and to conduct any other business
of the Corporation. Notice of the time and place of the Annual
Meeting of Members shall be as established in these By-laws.
Section
4.4. SPECIAL MEETINGS. The Board of Directors may call special
meetings of the Members as needed. Notice of the time and place
of special meetings of the Members shall be as established in
these By-laws.
Section
4.5. NOTICE. Notice of the time and place of each Annual Meeting
of Members and every special meeting shall be given not fewer
than seven (7) days and not more than thirty (30) days prior to
the meeting and shall be either published in the Poynette Press
or other appropriate local newspaper.
Section
4.6. VOTING OF MEMBERS. Each Member shall have one vote at
all Meetings of Members at which that Member is present. In the
event that the Board of Directors establishes a class of membership
denominated as "family" or "household" membership, in no event
shall such "family" or "household" membership create more than
two members having voting rights under this section. Organizations
which are members of the Corporation shall be considered one Member
and shall have one vote. Voting by proxy will not be permitted.
Section
4.7. APPROVAL. With the exception of the election of the Board
of Directors as provided in these Bylaws, all matters to be voted
upon by the members, including without limitation dissolution
of the corporation, amendment of the bylaws, and other business,
shall be subject to approval by the Board of Directors.
Section
4.8. QUORUM. A quorum shall consist of those members present
and voting, provided notice of the meeting has been given according
to these By-laws. The vote of a majority of the members present
at a meeting at which a quorum is present shall be necessary for
the adoption of any action voted upon by the members.
Section
4.9. REMOVAL OF MEMBERS. Any Member may be removed by a two-thirds
vote of the Board of Directors whenever in its best judgment the
interests of the Corporation will be served thereby.
ARTICLE
V ADMINISTRATION
Section
5.1 RECEIPT OF PROPERTY. The Corporation may receive and accept
such property, whether real, personal or mixed by way of gift,
bequest, purchase or devise, from any person, firm, trust or Corporation,
to be held, administered and disposed of in accordance with the
provisions of the Articles and By-laws, but no gift, bequest or
devise of any such property shall be received and accepted if
it is conditioned or limited in a manner which is inconsistent
with the purposes of the Corporation or maintenance of its tax-exempt
status.
Section
5.2 OPERATIONS. All property received and accepted by the
Corporation shall be held, administered and invested to advance
the purposes of the Corporation. Distributions from income or
principal, or both, to advance the purposes of the Corporation,
shall be made in such amounts and at such times as shall be determined
by the Board of Directors.
Section
5.3 INVESTMENTS. The Corporation, by its Board of Directors,
may hold, invest or reinvest any funds or properties received
by it, when not otherwise specifically provided by bequest, devise,
or deed of gift, according to the judgment of the Board, subject
only to the purposes of the Corporation and the maintenance of
its tax-exempt status, without restrictions as to the retention
of property, diversification of investment, as to the type of
investments which are or may hereafter be permitted by law, or
any similar restrictions.
Section
5.4 SEPARATE FUNDS. Assets of the Corporation may be segregated,
held, invested and disbursed in separate funds as such funds may
be established from time to time by the Board of Directors.
Section
5.5 CORPORATE ACTS. All checks, drafts, notes, bonds, bills
of exchange, and orders for the payment of money of the Corporation;
all deeds, mortgages, and other written contracts and agreements
to which the Corporation shall be a party; and all assignments
to which the Corporation shall be a party; and all assignments
or endorsements of stock certificates, registered bonds, or other
securities owned by the Corporation, shall be signed by the President,
Treasurer or another person authorized by resolution of the Board
of Directors. Any shares of stock owned or controlled by the Corporation
may be voted at any shareholders' meeting by the President or
any such person as the President shall, by duly executed proxy,
designate to represent the Corporation at such shareholders' meeting.
Section
5.6 AGENTS. The Corporation is authorized and empowered to
retain and engage such agents, attorneys, accountants, investment
counsel, and other firms or persons as may be determined from
time to time by the Board of Directors.
Section
5.7 FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first
day of December of each year.
Section
5.8 CORPORATE SEAL. The Corporation shall have no seal.
ARTICLE
VI INDEMNIFICATION
The Corporation
shall indemnify a director or officer to the full extent authorized
by Chapter 181 of the Wisconsin Statutes.
ARTICLE
VII AMENDMENT
The By-laws
may be amended by the affirmative vote of a majority of the entire
membership of the Board of Directors.
CERTIFICATION
The undersigned
hereby certifies that the foregoing is a true and correct copy
of the By-laws adopted at the duly convened organization meeting
of the Board of Directors on the ___ day of ______________, 2001.
By: _______________________,Secretary
_______Date
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