RABBIT, CLINKER, CUNUYA, AND CARLSON LAKE ASSOCIATION
The name of this Corporation shall be: Rabbit, Clinker, Cuyuna, and Carlson Lake Association (RCCCLA)
The Association will promote environmental stewardship for preserving and enhancing the quality of Rabbit, Clinker, Cuyuna, and Carlson Lakes.
- The original members of this Corporation shall be the initial incorporators and the original Board of Directors.
- Membership in the organization shall be terminated when the member has not paid dues to the Corporation within the preceding two (2) years.
- Any natural persons owning, or having a beneficial interest in, or having life estate, in, real property that abuts on either Rabbit, Clinker, Cuyuna or Carlson Lake in Crow Wing County are eligible for membership. Those natural persons owning lots with deeded lake access are also eligible for membership. No single residence, regardless of the number of owners, shall have more than one voting membership. Each unit of a townhouse or condominium which abuts on these lakes is eligible for one membership vote, regardless of the number of owners or persons living in said unit. Cluster developments, campgrounds, mobile home parks or cooperatives which abut on these lakes are eligible for one membership, and thus one vote, regardless of the number of persons living there or the number of owners. A member shall not have more than one vote regardless of the number or kinds of property owned. When a person sells his property interests, including by contract for deed, his membership in the Association shall cease and any new owner shall be eligible for membership.
Board of Directors and Officers
- The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer and assistants to these positions as necessary. The officers of the Corporation must be members of the Corporation. The officers shall be elected at the Annual Meeting of the members of the Corporation by the members thereto and shall hold office as follows:
President 2 years Vice President 2 years
Secretary 1 year Treasurer 1 year
The Vice President shall be elected for a two (2) years and upon completion of the second (2nd) year will automatically assume the office of President. Therefore the Vice President will be elected every other year (in the odd calendar years 1993 1995 1997 etc.)
- Responsibilities of Officers
- President Shall preside over all general membership and Board of Officer and Directors meetings and see that the function and actions adopted by the Association are carried out promptly; appoint a nominating committee to provide a ballot for the Annual Meeting; appoint two (2) Board members to be auditors with the treasurer before the Annual Meeting.
- Vice President Shall perform the duties of the President at all times during the absence and upon completion of the second (2nd) year will automatically assume the office of President .
- Secretary Shall record the proceedings of all meetings of the Association, the Board of Directors; be custodian of all Association records; give notice of meetings; keep all Association documents current as needed.
- Treasurer Shall supervise the safekeeping of all dues, grants, pledges, contributions, proceeds of fundraising activities, and monies from any and all other sources whatsoever; be custodian of all funds of the corporation; maintain adequate financial records; deposit all monies received for the corporation in an account opened at the direction of the Board; make financial reports at the meetings; make all financial reports as required to governmental bodies and agencies; maintain a current list of all members and their current mailing addresses; assist with a yearly auditing.
- The Board of Directors shall have full power to operate, manage, and control the affairs of the Corporation. There will be no less than five (5) (omit sentence ending: nor more than thirteen (13)) Directors.
- Neither the Officers nor the Directors shall transact any extraordinary business or expand more than Ten Thousand dollars ($10,000), without the approval by the members, but approval by the members shall be presumed if, within fourteen (14) days after a notice mailed to the members setting forth business or expenses proposed to be made, no objection is received to the proposed expenditure from any member.
- The term of office for members of the board of Directors is two (2). The initial Board of Directors, half (1/2) of the Directors will serve for one (1) year and the other half (1/2) for two (2) years, in this way Directors will be elected each year. Any vacancies on the Board of Directors will be filled by vote of the Board of Directors.
Committees will be appointed by the Board of Directors or the members at a meeting of the Corporation as necessary from time to time.
- The annual meeting of the members of the Corporation shall be held between May 1 and September 30 of each year, the exact time and place is to be set by the Secretary. Following the annual meeting of the members shall be a meeting of the Board of Directors. At the annual meeting of members, a member may be represented by proxy filed with the Secretary and valid for the specified meeting only. A quorum for the annual meeting of members shall be ten (10) percent of the total membership, either present in person or by proxy.
- A quorum of a meeting of the Board of Directors shall be one third (1/3) of the number of Board of Directors. When a quorum has been present at the meeting and members have withdrawn from the meeting so less than a quorum remains, the members still present may continue to transact business until adjournment. Adjournment can be called by the President or by a voice vote of the members.
- The Secretary shall give notice of the meeting to the members of the Corporation as to the time, place and in the case of a special meeting, purpose of the meeting to be sent by mail or email to the last available address of the member at least fourteen (14) days before the meeting and no more than thirty (30) days before the meeting, excluding the day of the meeting. If the membership of this organization shall become greater than three hundred (300) members, the Board of Directors may elect to give such notification by publication in a newspaper of the general circulation published in the Crow Wing County for three (3) successive weeks previous to the date of the meeting starting time, place and in case of special meeting, its purpose. If the meeting is an ordinary meeting, the notice shall state the nature of any annual or important business which shall come before the meeting, failure to mention any particular item of business shall in no way limit the power of the members at the annual meeting or another ordinary meeting to take any and all action they may deem advisable with regard to the affairs of the Corporation.
- Voting by members can be made by voice, ballot, or reasonable means as determined by the presiding officer at the particular meeting.
- The Board of Directors is authorized to act for the membership on all action between meetings. Special meetings can be called for any purpose at any time by (a) the President, or (b) the Board of Directors. Notice of special meetings shall be given to all members entitled to vote at the meeting or election.
Dues and Expenses
There shall be an annual corporate dues set by the Board of Directors . These dues shall become due before the annual meeting begins and is valid from January 1 through December 31. The operating costs of the Corporation shall be paid out of the monies contributed to the Corporation or from dues. Officers and Directors will not be compensated for their services.
Amendments of Bylaws and Articles of Incorporation
- Any three (3) members may set forth a proposed amendment to the Bylaws at any meeting of the membership of the Corporation or at a meeting of the Board of Directors.
- The Board of Directors may propose amendments to the Articles by resolution setting forth the proposed amendments and directing that it be submitted for adoption at the meeting of the members. The notice for the meeting of the members shall state the purpose thereof and shall be given to each officer and director regardless of voting rights. The Board of Directors may propose and adopt amendments to the bylaws at its meeting.
- These Bylaws may be amended by affirmative vote of a majority of the members voting at a meeting of the members of the Corporation or by a majority vote of the Board of Directors at its meeting.
With the approval of three-fourths (3/4) of the members of the Corporation voting at an annual meeting or special meeting called for the purpose, the Directors shall have the power to terminate the corporation and dispose of the assets of the Corporation as required by Minnesota Statue Section 317.57 and the requirements of the Articles of Corporation.