CHIPPEWA COUNTY LAND CONSERVANCY, INC.

 

RESTATED BY-LAWS

 

ARTICLE I

 

MEETINGS

 

Section 1.  Place of Meetings:  Meetings of the members and Board of Directors shall be held at such place as may from time to time be determined by the Board of Directors.

 

Section 2.  Annual Meetings of Members:  An annual meeting of the members shall be held on the second Tuesday of May, or such date within 30 days of the second Tuesday of May as the Board shall determine, of each year at a time and place determined by the Board of Directors.  One of the purposes of the meeting will be the election of the Board of Directors.

 

Section 3.  Notice of Annual Meeting of Members:  Not less than 10 days prior to the annual meeting, written notice of the time and place of the annual meeting shall be mailed to each member of record as of 20 days prior to the annual meeting.

 

Section 4.  Special Meetings of Members:  A special meeting of the members may be called at any time by the President, a majority of the Board, or by Petition of 25% of the members of record.  Ten days written notice shall be mailed to the members stating the time and place of the meeting and the purpose of the meeting.  Only those matters stated on the call of the special meeting shall be taken up at such special meeting.

 

Section 5.  Regular Meetings of the Board:  Regular meetings of the Board shall be held at such times, at such places and with such notice as the Board shall from time to time determine.

 

Section 6. Special Meetings of the Board:  Special meetings of the Board may be called by the President, Secretary or any three Board members.  Written five-day notice shall be made to all officers and Board members. Officers and Board members may waive orally or in writing the notice requirement. .  Except by unanimous consent of the Board, only those matters stated on the call of the special meeting shall be taken up at such special meeting.

 

Section 7.   Meeting Notices:  Any notice that is required to be mailed may be transmitted by electronic mail (e-mail) if the member or director has advised the secretary of his or her electronic mail address.

 

ARTICLE II

 

QUORUM

Section 1: Quorum of Members: The presence of at least five (5) members shall constitute a quorum at any meeting of the members.  A majority of the votes entitled to be cast by the members present at a meeting in which a quorum is present, shall be necessary for the adoption of any matter voted unless a greater proportion is required by law or by the by-laws of this corporation.

 

Section 2.  Quorum of Directors.  A majority of the number of the directors fixed  pursuant to by-law shall constitute a quorum for the transaction of business at any meeting of the Board and the act of the majority of the directors present at a meeting in which a quorum is present shall be the act of the Board unless a greater proportion is required by law or by these by-laws.

 

 

ARTICLE III

 

MEMBER VOTING

 

Except as otherwise provided, each member who has paid current dues and is present at the meeting shall be entitled to vote.  Each adult member of a family which holds a current Family Membership present at the meeting shall be entitled to one vote.  Corporate or group members shall be entitled to one vote.

 

 

ARTICLE IV

 

BOARD OF DIRECTORS

 

Section 1.  Number and Term:  The business, property and affairs of this corporation shall be managed by the Board of Directors.   All members of the Board shall be members of the Corporation.  The number of directors shall be set from time to time by the directors.  Director seats shall be numbered,  and each term of a director elected by the membership shall be three years, except for those persons elected to fill unexpired terms of vacant seats.  There shall be no limitation on the number of consecutive terms any director may serve.

 

Section 2.  Vacancies:  Vacancies in the Board shall be filled by election by the remaining Directors. Each person so elected to fill a vacancy shall serve for the remainder of the term of the Director replaced.

A Board members term shall terminate upon the following:

a.  Resignation

b.  Death

c.  Adjudicated incompetency

4.  Failure to attend three consecutive regular Board meetings.

5.  Expulsion or removal.

 

Section 3.  Election of Officers:  The Board of Directors shall, by secret ballot, elect the officers of the Corporation to serve two-year terms.

 

Section 4.  Removal of Officers:  Any officer may be removed, without cause required, by an affirmative vote of two thirds of the Board of Directors when in their judgment the interest of the Corporation will thus be served.

Section 5. Committees and Agents:  The Board may authorize the creation of Committees or the engaging of Agents.  The Board shall define the duties of each and shall appoint the members thereto or authorize the President to appoint Committee members.

 

 

ARTICLE V

 

OFFICERS

 

Section 1. President:  The President shall be the chief executive officer of the Corporation.  The President shall:  preside at all member and Board meetings, have general and active management of the business of the Corporation, and see that all orders and resolutions of the Board are carried into effect and shall serve ex officio to all committees of the Corporation.

 

Section 2.  Vice President:  The Vice President shall perform the duties and exercise the powers of the President in absence or disability of the President.

 

Section 3.  Secretary: The Secretary shall attend all meetings of the members and Board and shall:  Take minutes and preserve all records of the Corporation, issue required notices of meetings, and perform such other duties as may be required by the Board.

 

Section 4.  Treasurer:  The Treasurer shall keep and account for all monies and property of the Corporation.  Written reports shall be prepared by the Treasurer as required by the Board.  The Treasurer shall perform such other duties as may be required by the Board.  No bond shall be required of the Treasurer.

 

 

ARTICLE VI

 

EXECUTION OF INSTRUMENTS

 

Section 1.  Checks:  All checks, drafts and orders for payment for money shall be signed in the name of the Corporation by the Treasurer.

 

Section 2.  Contracts, Conveyances, etc:  Documents to be recorded shall be signed by both the President and Secretary.  All other documents shall be signed by such officer as designated by the Board.

ARTICLE VII

 

POWER OF BOARD TO BORROW MONEY

 

The Board shall have the power and authority to borrow money for corporate purposes in its sole discretion provided that the sums borrowed do not exceed the assets of the corporation.  Borrowing which will incur debt beyond assets shall require the approval of the members either at a regular or special meeting of the members.  The Board shall designate the officers to sign instruments of indebtedness for the Corporation.

ARTICLE VIII

 

MEMBERSHIP AND DUES

 

Section 1. Qualification:  Any person, corporation, association, legal entity, or group manifesting an interest in land conservancy may become a member of the corporation by paying the prescribed dues.  Failure to pay dues terminates membership.

 

Section 2.  Types and Amount:  From time to time and subject to approval by the membership, the Board shall establish Classes of memberships and the dues for each class.

 

Section 3.  Term:  Annual membership shall be April 20 to April 19 of the ensuing year.  Dues shall not be prorated.

 

 

ARTICLE IX

 

MISCELLANEOUS PROVISIONS

 

Section 1. Seal:  No seal is required of this corporation.

 

Section 2.  Fiscal year:  The Board shall establish the fiscal year of the Corporation.

 

Section 3.  Conflicts of Interest:  The Board shall establish precise and careful rules regarding conflicts of interest by members, the Board and Officers of the Corporation.

 

Section 4.  Ex officio Board members:  The Board, in its sole discretion, may appoint ex officio members to the Board of Directors.  They shall serve at the pleasure of the Board without vote.

 

Section 5.  Proxy voting:  No proxy voting is permitted by Board or members.

ARTICLE X

 

AMENDMENT OF BY-LAWS

 

All by-laws shall be subject to amendment, alteration or repeal by a majority of members present and entitled to vote at any annual or special meeting of the members duly noticed in writing to the members.

 

 

ARTICLE XI

 

COMPENSATION AND DISSOLUTION

No part of the assets of the Chippewa County Land conservancy, Inc. shall inure to the benefit of any Director, Member or Officer except that reasonable compensation may be paid for services rendered in carrying out the purposes of the Corporation.  Such compensation shall be authorized by the Board prior to services being rendered.

 

In the event of liquidation or dissolution of the Corporation, no liquidation or other dividends in distribution of property owned by the Corporation shall be declared or paid to nay member, director, officer or private person but rather upon dissolution of the corporation, the Board shall, after paying or making provision for payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation or in such manner, or to such organization or organizations organized and operated exclusively for charitable education or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501c(3) of the Internal Revenue Code or corresponding section of any future federal tax code as the Board of Directors shall determine.

 

The foregoing constitutes the By-laws of the Chippewa County Land Conservancy, Inc. as of the date adopted as shown below.

 

 

 

_____________________________________                  _________________

Secretary                                                              Adoption Date