The Association of Mink and Somers bylaws
ARTICLE I Name
Section 1. The name of this organization shall be The Association of Mink and Somers (T.A.M.S) hereinafter designated as the “Association” and abbreviated T.A.M.S.
Section 2. The Association shall be governed by its Articles of Incorporation as outlined in these By-laws.
ARTICLE II Place of Business
Section 1. The corporation’s registered office is located at: 9180 Eden Prairie Road, Eden Prairie, MN 55347. The mailing address is T.A.M.S. P.O. BOX 81, Maple Lake, MN. 55358.
ARTICLE III Mission and Purpose
Section 1. The Association is exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2. The Association shall be organized as a non-profit corporation in accordance with Federal and State Laws.
Section 3. No part of the net earnings of the Corporation shall inure to any member of the Corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code, as now enacted or hereafter amended, nor to any Director or Officer of the Corporation, nor to any other private persons, excepting solely such reasonable compensation that the Corporation shall pay for services actually rendered to the Corporation, or allowed by the Corporation as reasonable allowance for authorized expenditures incurred on behalf of the Corporation.
ARTICLE IV Objectives
Section 1. To coordinate and develop local lake management practices for preserving and protecting the Mink-Somers Lakes (hereinafter Lakes).
To engage in educational and scientific activities which promote a public awareness of the Lakes and the watershed as ecological units.
To promote local self reliance and implementation through state, local, resources, and Mink-Somers Lake Improvement District
To promote sound shore land management, soil-water conservation and pollution prevention and abatement efforts.
To keep members and the appropriate governing bodies educated and informed on the environmental, ecological, economic, and political issues that impact the Lakes and the watershed.
ARTICLE V Membership
Section 1. The Association shall have one category of voting membership. Any person who is genuinely interested in and will foster the objectives of this association and/or who owns or has an interest in land adjacent to the Lakes shall be eligible for membership upon payment of annual dues.
Section 2. There shall be one vote per membership.
Section 3. The annual dues shall be in the amount of $25.00 each year, unless changed by a majority vote of the members at the annual meeting.
Section 4. The membership year of the Association shall be a 12 month period from June 1, to May 31.
ARTICLE VI Board of Directors
Section 1. Election of Directors. The Corporation shall be managed by the Board of Directors. The Corporation shall have 5 Directors, which shall consist of duly elected officers and the Past President. Directors shall be elected annually at the annual meeting of the Members. Each voting Member may vote for up to 5 Directors. No voting Member may cast more than one vote for a single director. Each Director shall be elected to serve for one year from and after July 1st or until a successor has been elected and qualified. Members need not be riparian owners.
Section 2. The President shall have general supervision of the affairs of the Association. He/She shall appoint the initial Chairs of all Committees, and may serve as an ex-officio member of all committees. He/She shall see that all By-laws and any rules, regulations and policies as may be adopted. He/She shall execute all contracts.
Section 3. The Vice President shall assist the President and shall preside at meetings of the Association and in the absence of the President may serve as an ex-officio member of all Committees. He/She shall perform such other duties as may be assigned by the Board and/or the President.
Section 4. The Treasurer shall be responsible for the financial affairs of the Association. He/She shall receive all funds paid to the Association and shall pay all bills incurred by the Association as authorized by the Board. He/She shall make a report at the Annual Meeting of the Association on the financial affairs of the Association. The Treasurer shall serve as Chair of any Finance Committee. All checks by the Association shall be signed by the Treasurer and co-signed by the President. All Association funds shall be deposited to the credit of the Association in a financial institution approved by the Board.
Section 5. The Secretary shall prepare minutes of all the meetings of the Association and the Board. He/She shall inform Board members of coming scheduled or special meetings. He/She shall maintain all permanent records of the Association including minutes of committee meetings. He/She shall maintain an accurate listing of members of the Association or shall work closely with any person who is maintaining such listing. He/She shall perform such other duties as may be assigned by the Board or by the President.
Section 6. Terms: All Board Members shall serve two year terms, but are eligible for re-election for up to 3 consecutive terms. Board members are eligible to also serve on standing committees.
Section 7. The Past President shall serve on the Board and the Executive Committee following his/her term as President, for a term of one year. In the event of his/her resignation, the board may re-appoint the previous past President to serve the remainder of the term.
Section 8. The Board shall strive to achieve the objectives of the Association. Each Director shall act upon the business of the Board in a thoughtful and conscientious manner. Directors shall be expected to take an active role in the promotion and development of the Association.
Section 9. Vacancies. A vacancy in the Board shall be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
Section 10. The Board shall serve without pay, but may be reimbursed for actual expenses while conducting Association business, providing that these expenses receive authorization from the Board. Expense reimbursement for non-board members shall be allowed with the prior approval of the Board. All reimbursement expenses shall be submitted to the treasurer.
Section 11. Annual Meeting. The Board shall hold its annual meeting each year immediately after the annual election on a date specified by the Board. No notice either to old or new members of the Board shall be required for the annual meeting nor for any regular meeting of the Directors designated by the Board.
Section 12. Special Meetings. Special meetings of the Board may be held upon three days written notice upon the call of the President, Vice-President, or any Director. Notice may be waived in writing before or after the time of such meeting, and attendance of a Director at a meeting shall constitute a waiver of notice thereof. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in the notice of such meeting.
Section 13. Quorum. The presence in person, but not by proxy, of a majority of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at all meetings, and the act of a majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board. However, if any vacancies exist, the remaining Directors shall constitute a quorum for the filling of such vacancies.
Section 14. Order of Business. The Board shall determine the order of business at its meetings. In addition to the powers and authorities conferred upon them by these Bylaws, the Board shall have the power to do all lawful acts necessary and expedient to the conduct of the business of the Corporation.
ARTICLE VII Committees
Section 1. Committee formation: The board may create committees as needed, such as fund raising, public relations, data collection, Water monitoring, etc…
Section 2. Standing Committees of the Association shall be as follows:
Shoreline representatives (would like 2 or more from each lake)
Water Quality & Clarity, Vegetation
Section 3. The President shall appoint initial any vacant Committee chairs until such time as the Committees choose to elect their own Chairs. Any Association Member, including Directors may serve on any Committee, or be a Committee Chair. A Committee Chair may be removed for cause from the Committee Chair position by two–thirds vote of the Committee, or in such case as a Committee of One, by two thirds vote of the officers.
Section 4. No committee may expend in excess of $100 in Association funds without member’s approval by vote. Budgeted expenditures are considered Board authorized.
Section 5. Committee membership is restricted to Association members: however, non–members may serve in an ex–officio, non–voting capacity.
Section 6. Quorum. The members present at any properly announced meeting shall constitute a quorum.
ARTICLE VIII Meetings of the Association
Section 1. An Annual Meeting of the Association shall be held in the spring, time and place approved by the Board. The Secretary or the Newsletter Committee shall give at least 10 days written notice of the Annual Meeting to the Association Membership.
Section 2. A Meeting in the fall will take place at a time and place approved by the board to review summer projects, solicit plans for the next year and attend to on-going projects. The Secretary or the Newsletter Committee shall give at least 10 days written notice of the Fall Meeting to the Association Membership.
Section 3. Special meetings of the Members shall be held upon request of the President, Vice-President, a majority of the members of the Board, or by written request of a majority of the Members. The business transacted at a special meeting shall be limited to the purposes stated in the notice of the meeting.
Section 4. Quorum. The presence, in person or by proxy of a majority of the Members entitled to vote at the meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting may be adjourned from time to time. The Members present at a meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. The President, or in the President’s absence, the Vice-President, or any other person designated by the Board, shall preside at the meetings of the Members.
Section 5. Place. Meetings of the Members shall be held at Corinna Town Hall 9801 Ireland Avenue NW, Annandale MN 55302, unless otherwise announced.
Section 6. Notice of Meetings. Notice of meetings for Members for which separate notice is required shall be given to every voting Member of record as of 30 days before the date of a meeting of the Members. The notice shall contain the date, time, and place of the meeting. Notices for special meetings must contain the purposes for which the special meeting will be held. Notice of meetings shall be given at least 10 and not more than 30 days before the meeting.
ARTICLE IX Rules of Order
All meetings of the Association and the Board shall be conducted in accordance with the latest edition of “Robert’s Rules of Order,” except where such conflicts with these By-laws.
ARTICLE X Fiscal Year
The fiscal year of the Association shall begin on January1st and end December 31st.
ARTICLE XI Dissolution
The Association may be dissolved by a two-thirds vote of all members through mail balloting. Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE XII Liabilities
Section 1. It is implicitly understood that the Association assumes no responsibility or liability for the well-being of any member or representative of a member attending, managing or participating in meetings or any other functions of the Association.
Section 2. No Director, former Director, nor any authorized agent of the Association shall be liable in any manner to the Association or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said Director or agent in good faith, if he/she exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs.
ARTICLE XIII Amendment Procedures
Section 1. Amendments to these By-laws may be initiated by recommendation of the Board to membership and approved after 30 days notice by two-thirds (2/3) of the members voting at any meeting of the Association.
Voted and approved on this date of; May 26 th 2007
President Sandra Yasenchak ________________
Treasurer Larry Herichhoff ________________
Secretary Content TBD. ________________