The amendment above makes 3 adjustments to the by laws:
Includes the Executive members as part of quorum (President, Vice President, Secretary & Treasurer),
Allows the association to host meetings virtually.
Allows the President to call for a vote of the Board by electronic communications (ex. email).
AMENDED BYLAWS OF THE ROSE LAKE ASSOCIATION
ARTICLE I - NAME
The name of this organization is the Rose Lake Association, a Michigan nonprofit corporation.
ARTICLE II - PURPOSE OF THE ASSOCIATION
The purpose of the organization is to conserve and safeguard the Rose Lake watershed in Branch County, Michigan. The Association shall undertake the following activities to promote its purpose:
(A) Promote the improvement of, and to sponsor and engage in the scientific testing of, the quality of the waters constituting the Rose Lake watershed.
(B) Publish and otherwise disseminate information concerning such water quality tests and other educational and instructional information concerning water quality, the prevention and control of pollution, and the protection of the environment and natural resources in the area of Rose Lake in the interests of public safety, the education of its members and the general public, and the general welfare of the Rose Lake area.
(C) Promote programs of water and boating safety and publish and otherwise disseminate information of an educational nature encouraging the safe and prudent use of the Rose Lake.
(D) Monitor existing and proposed policies, laws and regulations of federal, state and local governmental bodies and agencies which affect the objectives, purposes and activities of the Association and to advise and consult with such agencies as appropriate; provided that the Association shall not engage in political activities.
(E) Cooperate and consult with the Michigan Department of Health, Michigan Department of Environmental Quality. Michigan Department of Natural Resource. Department of Commerce, Water Resources Commission, County Health Department, National Park Service, state universities, schools, research organizations, other lake associations, and other townships, county, state and federal agencies relative to those matters which affect the objectives, purposes, and activities of the Association.
ARTICLE III - MEMBERSHIP
Section 1- Classes of Members The membership of the Association shall be divided into three classes: Regular Members, Associate Members and Honorary Members.
Section 2 - Regular Members
A regular Member is any person who:
(A) Is an owner, co-owner, or has an ownership interest in real property with riparian rights located on Rose Lake, who is a member in good standing, and continues to be a member in good standing.
(B) Has applied for membership and has been accepted as a Regular Member as provided in Section 3 below; and
(C) Has paid the dues and purchased stock prescribed for such membership. Regular Members in good standing shall be entitled to vote and hold office as hereinafter provided.
Section 3 – Application for Regular Membership
Persons desiring to become Regular Members shall execute a written application for membership on a form provided by the Association in which the applicant shall state that he or she satisfies the Regular Membership requirements. The application, together with the proper dues and fees, shall be submitted to the Secretary of the Association who shall accept the applicant as a Regular Member if the application is in order.
Section 4 - Associate Members
(A) An Associate Member is any person, firm, foundation, corporation, trust association or other legal entity who supports the goals and mission of the Rose Lake Association, but does not meet the requirements for regular membership as set forth in Article III Section 2.
(B) Has paid dues and fees prescribed for such membership. Associate Members shall not be entitled to vote or hold office
Section 5 - Application for Associate Membership
Persons desiring to become Associate Members shall execute a written application for membership on a form provided by the Association in which the applicant shall state that he or she satisfies the Associate Membership requirements. The application, together with the proper dues and fees, shall be submitted to the Secretary of the Association who shall accept the applicant as an Associate Member if the application is in order.
Section 6 - Honorary Member
An Honorary Member is a person who the Board of Directors unanimously deems should be an honorary member by reason of past service to the Association or other consideration. Honorary Members shall not be entitled to vote.
ARTICLE IV -PATRONS
Any person, firm, foundation, corporation, trust, association or other legal entity, who, in the judgment of the Board of Directors makes a substantial financial contribution to the Association, may be designated by the Board of Directors as a Patron of the Association.
ARTICLE V -MEMBERSHIP MEETINGS
Section 1 - Annual Meeting
The annual meeting of members, for the election of directors and for the transaction of any other business which may legally come before the membership, will be the last Saturday of July of each year as such time and place as shall be stated in the notice of the meeting unless such date is changed by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the members may be held on call of the President on his or her own initiative, or shall be called by the Secretary upon a written request of five directors, or the written request of five percent of the Members then entitled to vote.
Section 3 - Notice of Meetings
The Secretary shall give notice of all annual and special meetings of the members. In case of special membership meetings, the notice shall also state the general nature of the business to be transacted. In case any proposal to repeal or amend the By laws is to be acted upon at any meeting, the proposed changes shall be posted on the Association website thirty days in advance of the meeting. Notice of the meetings shall be posted electronically not less than ten days and not more than sixty days before the date of the meeting, excluding Sundays and legal holidays. Notice may be given by electronic means. Notices posted on the Association Website shall be considered notice to all members.
Section 4 - Time and Place
Meetings of the members shall be held in Branch County, Michigan, at a time and place designated by the Board of Directors.
Section 5 - Presiding Officer
The presiding officer at all meetings of the members shall be the President; or in his or her absence, the Vice President; or in the absence of the President and Vice President, the Secretary; or in the absence of the President, Vice President and Secretary, the Treasurer.
Section 6 - Quorum
Ten percent of the members of the Association in good standing and entitled to vote and present in person or by proxy, shall constitute a quorum for the transaction of any business, but a minority present at the time and place fixed for the meeting may adjourn from time to time until a quorum is obtained.
Section 7 – Voting
(A) Voting List. At each meeting of the members a full, true and correct list, in alphabetical order, of all members entitled to vote at such a meeting, certified by the Secretary, shall be furnished for the use of the officers in order to determine the eligibility of members to vote.
(B) Persons entitled to vote at membership meetings. Each member in good standing as indicated by the records of the Association, and who is otherwise entitled to vote pursuant to these Bylaws shall be entitled to cast one vote in person or by proxy. The vote of a member may be cast in person by the spouse of such member even though such spouse has not been appointed as the proxy of such member. Notwithstanding any other provisions of these Bylaws, in cases where two or more members hold ownership interests in the same parcel of riparian real property, only one vote may be cast with respect to such property. If a husband and wife own the property jointly, they shall have one vote. Members owning more than one property shall be limited to one vote.
ARTICLE VI - BOARD OF DIRECTORS
Section 1 - Board of Directors
The business of the Association shall be managed by a board of up to 19 directors, all of whom shall be members in good standing. The Association has beach representatives who shall serve as directors. Each beach area shall be entitled to a representative to serve on the Board of Directors. Directors shall be elected by the members at the annual membership meeting. Directors shall serve a term of two years. There is no limit on the terms a director may serve.
The beach areas entitled to maintain a director are:
Elected in years ending in an odd number:
Beverly Drive 1
Beverly Drive 2
Cottagers
Fiesta Shores
Fiesta Shores - Bingham
Harmony Beach
Lanes Beach
Little Rose
Marina Drive
Melody Shores
Elected in years ending in an even number:
Northwood Beach
Oakdale Beach
Pinecrest
Pleasant View
Sunny Shores
Susie Lane
Sycamore Beach
Treasure Cove
Woods Beach
Section 2 - Executive Committee
The President, Vice President, Secretary, Treasurer, and three Directors shall serve as the Executive Committee of the Association. The Executive Committee shall carry on the business of the Association between meetings of the Board of Directors.
Section 3 - Meeting
The Board of Directors shall meet at the call of the President or at the written request of any three Board Members.
Section 4 - Quorum
A quorum for Directors Meetings shall be seven Board Members.
Section 5 – Vacancy
A vacancy on the Board may be filled by vote of a majority of Board Members at a meeting of the Board of Directors.
ARTICLE VII - OFFICERS
Section 1- Number and Election
The officers of the Association shall consist of a President, Vice President, Secretary, Treasurer and such other officers as the Board may elect or appoint. Only members may be elected or appointed as officers. The principal officers named above shall be elected by the Board of Directors at the annual meeting of the Members.
Section 2 - Tenure and Duties of Officers
(A) All officers shall be elected or appointed for a term of one year and until their successors are elected or appointed. The President shall not hold office for more than two consecutive terms unless such limitation is waived by the affirmative vote of six directors other than the person in question.
(B) The President shall be the chief executive officer and shall preside at all meetings of the members and the Board of Directors. The Vice President shall assist the President and perform the duties of the President in the absence of the President. The other officers shall exercise the powers and perform the duties common to their offices and such other powers and duties as may be prescribed by law or by the Board or these Bylaws.
ARTICLE VII - STOCK AND DUES
Stock - All Regular Members of the Association shall purchase one share of capital stock of the Association at a par value of $10.00 per share. Any member who no longer qualifies for membership shall forfeit his or her share to the Association
Dues – Each Regular Member of the Association shall annually pay dues to the Treasurer of the Association at the rate established by the Board of Directors.
ARTICLE XI - DISSOLUTION
The Association assets will be distributed upon dissolution of the Association to the Michigan Lake and Stream Association, Inc.
ARTICLE X-AMENDMENTS
Any Regular Member in good standing may petition, in writing, the Board of Directors to change the Association's Bylaws. The proposed change of the Bylaws shall be submitted to the Regular Members for a vote by a majority of those present at the annual meeting or at a special meeting of the Regular Members provided a quorum is present at said meeting. Notice of the proposed change shall be posted on the Associations' website at least 30 days prior to said meeting.
The board is authorized to supplement any specific fund with monies from the general fund as they determine appropriate.
If an unforeseen event happens, meetings can be held online. This includes the Annual meeting.
ARTICLE X-RULES OF ORDER
“Robert's Rule of Order” shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.
Approved Date: October 15, 2020
Jace Cole, President
Robin Wegman, Vice President