Proposed By-Laws Changes – April 11th 2022
The proposed by-law changes are listed below. Existing language is stricken out and new text is shown in yellow boxes. Quickly navigate to the following amended sections to view the changes.
- Article II – Membership
- Article III – Voting
The current language can be found on our By-laws page.
By-Laws
DES MOINES LAKE ASSOCIATION, INC.
ARTICLE I – PURPOSE
The purpose of the Association is to maintain, protect, and enhance the quality of the lake and its surroundings for the collective interests of the members. To carry out the program of the Association and to make representations on behalf of its members, the Association shall be organized as a non-profit, non-stock corporation under Chapter 181 of the Wisconsin Statutes. (Sections of the Statutes are cited throughout these By-Laws.) No asset of the Association shall benefit any officer or member. The Association shall not participate in partisan political activity.
ARTICLE II – MEMBERSHIP
Section 1 – ELIGIBILITY: Membership in the Association shall be open to any individual, family, business, or organization that subscribes to the purposes of the Association.
Section 1 – ELIGIBILITY: Membership is open to any person, including any natural person, corporation, partnership, trust or other legal entity, that a) subscribes to the purposes of the Association, and b) owns lakeshore property on Des Moines Lake. Each membership is attached to one eligible parcel of real estate.
Section 2 – DUES: Dues shall be $40 paid on a calendar year basis.
Section 2 – DUES: Dues shall be $40 per tax ID parcel and paid annually. The dues payment period is between January 1 of a given year, and up to the official start of the Annual Meeting when the meeting is called to order. Payments received after the Annual Meeting shall be applied to the following calendar year.
ARTICLE III – VOTING
Section 1 – MULTIPLE VOTING: Any individual member may cast only one vote on any question called to a vote. Up to two individuals may represent a family, a business, or organization; and each of those two individuals may cast one vote on any question called to a vote. (Two votes per tax statement)
Section 1 – VOTING ELIGIBILITY: Membership voting eligibility is limited to lakeshore property owners in good standing (dues paid for the current calendar year as in Art. II, Sec. 2). Only one vote shall be cast for each eligible tax ID parcel regardless of the number of owners of the parcel. Lakeshore parcels with two or more owners shall be deemed a voting unit, and each voting unit shall be entitled to one vote on each matter submitted to a vote of the members. An owner of multiple tax ID parcels is eligible but not required to cast one vote for each parcel owned, providing that a paid membership is attached to that tax ID parcel. The Association shall consist of as many voting units as there are parcels of shoreline property on Des Moines Lake owned by members.
Section 2 – CASTING BALLOTS: A member must be present at the meeting at the time the vote is called in order to vote. No member may vote by proxy or absentee ballots. All votes shall be counted by a show of hands unless otherwise specified in these by-laws.
Section 3 – REFERENDA: The Board of Directors may at any time solicit reactions from members through a mail survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered advisory or binding on the Board. The annual meeting may initiate an advisory or a binding referendum and shall specify the exact wording of the question and the required follow-up action by the Board. Members shall have 30 days to return response forms. Results of the referendum shall be announced at the membership meeting or in printed form within 90 days of the response deadline.
ARTICLE IV – MEMBERSHIP MEETINGS
Section 1 – ANNUAL MEETING: The annual meeting of the Association shall be held in the vicinity of Des Moines Lake on the Saturday or Sunday of Memorial Day Weekend. The time and place shall be arranged by the Board of Directors unless specified by the previous annual meeting. The agenda of the annual meeting shall include elections, discussion of projects, adoption of a budget, member concerns, and an education program. {Sec. 181.14(1)(2)}
Section 2 – SPECIAL MEETINGS: A special meeting of the Association may be called at any time by the President, by majority vote of the Board of Directors, or by written request of one-twentieth of the members, or six members, whichever is greater. The agenda of a special meeting may include any items properly brought before an annual meeting. {Sec. 181.14 (3)}
Section 3 – INFORMATIONAL MEETING OR SOCIAL EVENT: The Association may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for its members and their guests. It may also sponsor fund-raising activities. If business is to be conducted at such events, the notice requirement for special meetings must be met.
Section 4 – NOTIFICATION: Every annual or special meeting must be preceded by notice to (paid members and members from the preceding year who have not yet renewed their membership) as many lake residents as possible. Notification may be by hand delivery or by mail at least 30 (10) days, but not more than 50 (30), prior to annual meetings and at least 15 days, but not more than 50, prior to special meetings. The notice shall summarize any proposed changes in the By laws, shall highlight any proposals to dissolve the Association, and may include a detailed agenda. {Sec. 181.15}
Section 5 – QUORUM: No formal business may be conducted at membership meetings unless at least one-twentieth of the members, or six members, whichever is greater, is present. {181.17}
Section 6 – PROCEDURE: Sturgis Rules Standard Code of Parliamentary Procedures, in the current revised edition, shall be in force at the meetings of the Association, of the Board of Directors, and of the Association committees unless required otherwise by Wisconsin Statutes or these By-laws. Non-members of the Association may be recognized to speak at Association functions at the discretion of the presiding officer who shall also serve as parliamentarian.
Section 7 – Use of Electronic Means: Electronic attendance for meetings and all electronic communications, including without limitation, notice, voting, member surveys, shall be allowed in all situations where, and as, permitted under the Wisconsin Nonstock Corporations Statue. {Sec. 181}
ARTICLE V – BOARD OF DIRECTORS
Section 1 – AUTHORITY: Subject to directives of annual and special meetings and these Bylaws, the Board of Directors shall have authority over the activities and assets of the Association.
Section 2 – COMPOSITION: The Board of Directors shall include the President, Vice-President, Secretary, Treasurer, four to six at-large directors, and the past President. {Sec. 181.20 (1)}
Section 3 – ELECTIONS: The Board of Directors shall nominate one or more members for each vacant position on the Board. Additional nominations of members, present at the annual meeting and willing to serve, shall be taken from the floor. All elections for the Board shall be conducted by secret, written ballot or a show of hands at the discretion of a majority of the Board. {181.20 (2)}
Section 4 – TERMS OF OFFICE: Directors are elected for two-year terms. Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later. The terms of office of President, Vice-President, and two three at-large directors expire in even-numbered years. The terms of office of Secretary, Treasurer, and two-three at-large directors expire in odd-numbered years. No person can hold the same office for more than two consecutive terms. {Sec. 181.20 (3)}
Section 5 – BOARD MEETINGS: The new Board shall meet within 60 days of the annual meeting and at least one other time prior to the next annual meeting. Regular meetings shall be held at places, dates, and times established by the Board. Special meetings may be held on the call of the President or any three Directors after at least 24 hours notice by telephone, email, mail, or personal contact. Four directors shall constitute a quorum for the transaction of business. The meetings shall be open to the members. Decisions shall be made by majority vote of directors present, with the president voting only to break ties. Between meetings, the President may solicit decisions from the Board through written communications. {Sec. 181.22; Sec. 181.24}
Section 6 – VACANCIES: Any director who misses two consecutive meetings without cause may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the directors then in office, although less than a quorum. {Sec. 181.20 (4); Sec. 181.21}
SECTION 7 – COMPENSATION: Directors shall not be compensated for their time and effort. The Board may authorize officers, directors, and committee members to be paid actual and necessary expenses incurred while on Association business. The Association can pay one meal per calendar year per Board Member if Board business is being conducted.
ARTICLE VI – OFFICERS
Section 1 – PRESIDENT: The President shall preside over all membership meetings and Board meetings. The President shall be the chief executive officer of the Association, responsible for day-to-day administration of the affairs of the Association and supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of the President’s term. The President is an ex-officio member of all committees.
Section 2 – VICE PRESIDENT: The Vice President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend. The Vice President shall arrange for the educational segment of the annual meeting and carry out other assignments at the request of the President.
Section 3 – SECRETARY: The Secretary shall maintain the official records of the Association as well as the archives. The Secretary shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings. The Secretary shall prepare publicity for the Association and shall prepare the Association newsletter or solicit an editor to carry out the task. The Secretary shall serve on the Membership Committee. {Sec. 181.27}
Section 4 – TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget at the annual meeting. The Treasurer shall serve on the Finance Committee.
Section 5 – MULTIPLE OFFICE HOLDING: The same person may hold the offices of Vice President and Treasurer or the offices of Secretary and Treasurer. {Sec. 181.25 (1)}
Section 6 – OTHER OFFICERS: Other officers may be appointed by the President, with concurrence of the Board. A legal counsel, an executive secretary, or such other assistant officers as are deemed necessary need not be members of the Association.
ARTICLE VII – COMMITTEES
Section 1 – MEMBERSHIP COMMITTEE: The Membership Committee shall initiate a plan to recruit new members and offer suggestions to the Board on retention of members.
Section 2 – FINANCE COMMITTEE: The Finance Committee shall recommend fundraising activities to the Board and, after receiving Board approval, shall organize such activities. The Finance Committee shall also annually audit the financial records of the Association.
Section 3 – LAND USE COMMITTEE: The Land Use Committee shall represent the Association at local public hearings and informational meetings relating to zoning, sanitation codes, subdivision ordinances, pollution sources, and changes in land use which might affect water quality. The Committee shall offer proposals to the Board regarding land use issues.
Section 4 – LAKE REGULATIONS: The Lake Regulation Committee shall represent the Association at local public hearings and informational meetings relating to water safety patrols, lake use ordinances, and obstacles to navigation. The Committee shall offer proposals to the Board regarding water use issues.
Section 5 – FISHING AND WATER QUALITY COMMITTEE: The Fishing and Water Quality Committee shall represent the Association at Department of Natural Resources hearings and at local meetings relating to in-lake water quality, fish and wildlife habitat, and water levels. The Committee shall offer proposals to the Board regarding water quality monitoring and ecological management of the fishery.
Section 6 – ENVIRONMENT COMMITTEE: The Environment Committee shall represent the Association at Department of Natural Resources hearing and at local meetings relating to the control of nuisance plants and in the protection of desirable vegetation. The Committee shall offer proposals to the Board for a vegetation management plan and may be delegated responsibility to implement such a plan.
Section 7 – OTHER COMMITTEES: The President may appoint such other committees as are deemed necessary to support the efforts of the Board.
ARTICLE VIII – MISCELLANEOUS PROVISIONS
Section 1 – INDEMNIFICATION OF OFFICERS AND DIRECTORS; As provided by Wisconsin law, the Association shall indemnify any officer, director, employee, or agent who was, is or may be involved in legal proceedings by virtue of his or her good faith actions on behalf of the Association. {Sec. 181.045}
Section 2 – FISCAL YEAR: The records and accounts of the Association shall be maintained on a calendar year basis.
Section 3 – ACCOUNTS AND INVESTMENTS; Funds of the Association shall be promptly deposited at a financial institution designated by resolution of the Board of Directors. Funds not needed for current operations shall be deposited in investment accounts or certificates as authorized by the Board of Directors.
ARTICLE IX – ADOPTION AND AMENDMENTS
These By-laws, and any amendments thereto, may be adopted at any annual or special meeting of the Association by two-thirds vote of member present and entitled to vote. Amendments to the By-laws must be summarized in the notice for the annual meeting at which the amendments are to be voted on.
ARTICLE X – DISSOLUTION
The Board of Directors, by a two-thirds affirmative vote of all directors, may recommend that the Association be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval by the members as provided under Wisconsin law. Dissolution of the Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding mail referendum. {Sec. 181.50; Sec. 181.52}
CERTIFICATION
These By-laws were adopted by vote of 47 yes and 0 no at the Association meeting on this 23rd day of May 1992.
These By-laws were amended by vote of 30 yes and 0 no at the Association meeting on this 24th day of May 2008.
These By-Laws were amended by vote of 40 yes and 0 no at the Association meeting on this 29th day of May 2021.