ARTICLE I: OFFICES
The principal office of the Waterville Lakes Association shall be located in the City of Waterville, County of Le Sueur, State of Minnesota.
ARTICLE II: MEMBERS
A) The Association shall have voting members, non-voting associate members, and non-voting business members as permitted by the Articles of Incorporation.
- Voting members shall be lake shore property owners and owners of property with easement access on Lake Tetonka, Upper and Lower Sakatah and the water ways (channels) between the lakes. Each lot or parcel described above shall have one vote regardless of the number of owners of the lot or parcel and votes may not be accumulated by owning more than one lot or parcel, contiguous or not.
- Associate members shall be all interested parties who share a concern for the purposes of the Association and have no voting rights.
- Business members shall be all businesses who share a concern for the purposes of the Association and have no voting rights.
B) The Association does not discriminate on basis of race, color, national origin, ancestry, gender, disability, religion, age, sexual orientation, or veteran status in its membership, programs, or activities.
C) An affirmative majority vote of the members present at a meeting of the Board of Directors may suspend for a specified period of time or expel a member for cause, after an appropriate notice and hearing if requested, and may terminate the membership of a member who is in default in the payment of dues.
D) Membership in this Association is not transferable or assignable.
E) The Board of Directors, on an annual basis, shall determine membership dues and the members shall pay the same promptly.
ARTICLE III: MEETINGS OF MEMBERS
A) An annual meeting of the general members shall be held at a time and place as determined by the Board of Directors.
B) Special meetings of the general membership may be called by a majority vote of the Board of Directors for the purpose of amending the Articles of Incorporation, electing Directors and/or other purposes as determined by the Board of Directors.
C) A simple majority vote of the members at a meeting shall be sufficient to pass resolutions and motions brought to vote.
D) Notice/Place of Meeting for All. For all membership meetings, annual, and special meetings, notice shall be given to the membership at least fifteen (15) days in advance stating the place and time of the meeting. The notice need not state the purpose of the meeting and may be given by mail, telephone, in person or via electronic means such as email or text. If a meeting schedule is adopted by the Board, or if the date and time of a Board meeting has been announced at a previous meeting, no notice is required.
E) Meetings may be held via electronic formats such as Zoom, Teams, etc. If a meeting is offered electronically, all meeting members must be sent the meeting link at the same time notice of the meeting is given.
ARTICLE IV: BOARD OF DIRECTORS
A) The affairs of the corporation shall be managed by the Board of Directors, which shall consist of not less than nine (9) nor more than fifteen (15) Waterville Lakes Association (voting) members and not more than two (2) associate (non-voting) members in an advisory capacity. A Chairperson shall be elected by the Board of Directors to preside thereover.
B) A Director may waive notice of any meeting before, during or after the meeting, in writing, orally or by attendance. Attendance at a meeting by a Director is a waiver of notice of the meeting unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.
C) The Board of Directors shall be elected at the annual general membership meeting by a simple majority vote of general members present.
D) The members of the Board of Directors shall hold office for a term of three (3) years. At least three (3) but not more than five (5) Directors to be elected in 2006, at least three (3) but not more than five (5) Directors in 2007, and at least three (3) but not more than five (5) Directors in 2008. The term of the Directors elected in 2006 will expire in 2009, etc.
E) Any officer may resign at any time by giving written notice to the corporation. The resignation is effective when notice is given unless a later date is specified in the notice, and acceptance of the resignation shall not be necessary to make it effective.
F) If there be a vacancy in any office of the corporation by reason of death, resignation, removal or otherwise, such vacancy may, or in the case of a vacancy in the office of President or Treasurer shall, be filled for the unexpired term of the position, by the Board of Directors.
G) Any vacancy occurring in the Board of Directors by reason of death, resignation, removal or otherwise shall be filled by a majority vote of the Directors present at a meeting and shall be filled for the unexpired term of the vacated position.
H) Directors as such shall not receive any compensation for their services.
I) Regular meetings of the Board of Directors shall be held, as a majority of the Board of Directors shall determine. Meetings shall be open to the general membership at all times.
J) The Board of Directors has the authority to hire bookkeeping services for the Association as deemed appropriate. The decision to hire bookkeeping services will be made by a simple majority vote of the Board.
K) The Board of Directors is authorized to hold votes on important matters via e-mail when calling a special meeting is impractical or unnecessary. All Directors must be included in said email and must reply to all with their vote, so that all Directors are aware of who has or has not voted. To facilitate a timely vote, when the matter is put forward via email, a deadline of no less than five days to respond must be included in the request for vote.
ARTICLE V: OFFICERS
A) The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors. Officers must be a natural person at least eighteen (18) years of age and be a voting member of the Association in good standing.
B) The Board of Directors shall be elected annually at the general membership annual meeting. Refer to Article IV, Paragraph A for term durations.
C) The President or their designee shall preside at all annual, Board, and special meetings of the Association and shall represent the Association at all official functions.
D) The Vice President shall, in the absence of the President, fulfill the duties of the President. Further, the Vice President shall fulfill other duties as designated by the President, the Board, or the general membership.
E) The Secretary shall record and maintain minutes of all annual, Board, and special meetings of the Association and shall manage all routine correspondence of the Association.
F) The Treasurer shall maintain all revenues of the Association and shall disperse expenditures as designated by the Board or general membership. The Treasurer shall oversee all transactions made by hired bookkeeping services. The Treasurer shall oversee any audit of accounts as deemed appropriate by the Board of Directors. The Treasurer shall present a yearly report of income and expenditures at the annual meeting of the Association. The Treasurer shall also report the income and expenditures as requested by the Board.
G) Board members shall fulfill all duties as directed by the President, Board of Directors, or general membership.
H) All Officers shall be bonded at the expense of the Association.
ARTICLE VI: ADDRESS
The Association shall maintain a post office box in Waterville, Minnesota, 56096.
ARTICLE VII: VOTING AND QUORUM
A) Each voting member as described in Article II shall be entitled to one vote provided all dues and membership assessments are current.
B) Proxy votes shall not be allowed.
C) A quorum shall consist of a simple majority of the membership in attendance and voting at any annual, special, or Board meeting.
ARTICLE VIII: DUES AND ASSESSMENTS
A) The Directors shall determine each year, an annual fee for dues that the memberships shall pay to maintain current standing as a member. The fee shall be used to promote the Association purposes as set forth in the Articles of Incorporation.
B) The Directors may also determine a special assessment fee chargeable to the memberships’ lots or parcels as defined in Article II. The fee shall be used to promote the Association purposes as set forth in the Articles of Incorporation. The special assessment, if not paid, may be enforceable against each member’s lot or parcel as a lien against said property.
ARTICLE IX: PARLIAMENTARY PROCEDURE
All meetings of the Association and the Board of Directors shall be conducted in accordance with Robert’s Rules of Order, unless otherwise specified or suspended by a vote at the meeting.
ARTICLE X: AMENDMENTS TO THE BYLAWS
These Bylaws may be amended at any meeting of the Association, provided that written notice is given to the general membership at least fifteen (15) days in advance of the meeting at which the action is to be taken.
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Secretary of the Waterville Lakes Association does hereby certify that the amended foregoing Bylaws were adopted by the members of the Waterville Lakes Association at the annual meeting held on the 27th day of April, 2024, and that they do now constitute the Bylaws of the Waterville Lakes Association.
Andrea Berg, President, Waterville Lakes Association
ATTEST:
Deon Ford, Secretary, Waterville Lakes Association