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ARTICLE I

 

The principle place of business of this corporation shall be at and in the vicinity of Clitherall Lake, Otter Tail County,  Minnesota. The post office box of the corporation shall be PO Box 101, Clitherall, Minnesota, 56524.

 

 

ARTICLE II

 

Clitherall Lake Association is committed to maintaining and preserving the natural beauty and the quality of life of our residents and other users of Clitherall Lake.  The Association will work to maintain and improve the quality and health of Clitherall Lake, while respecting the rights and concerns of our friends and neighbors.  It shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future tax code.

 

The members of the corporation shall all be of one class. Every person, partnership, corporation, association, or organization which shall contribute the annual fee of $25.00, (prior to the annual meeting) in furtherance of its objectives and purposes, and whose contribution shall be accepted by the corporation shall be a member of the corporation for the calendar year. Voting membership shall be restricted to Clitherall Lake property owners.  Properties/Parcels with multiple owners are restricted to one vote. 

 

 

ARTICLE III

 

This corporation shall incur no indebtedness except as may have been previously authorized or approved by the Board of Directors. No member, director or officer shall be personally liable on account of any corporation debt or obligation which has been duly authorized or approved by the Board of Directors.

 

Upon termination or dissolution of this corporation, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations as described in section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any succession statute) which organization or organizations have a charitable purpose which, at least generally, includes  a purpose similar to the termination or dissolving corporation.

 

 

 

ARTICLE IV

 

The regular annual meeting of the corporation shall be held in the Community Hall of Clitherall, Minnesota, or other designated place, between June 1 and September 10 of each year. Due notice thereof shall be given to all members by U S mail, email or other means, at least 30 days prior to the meeting setting forth time and location. Special meetings of the membership may be called by the President, the Vice-President if the President is unable to act for any reason, or by any four directors. Notice of said meetings shall be given as far in advance as possible by mailed notice or as otherwise directed by the Board of Directors. Said notice shall be not less than 5 days before the meeting date.

 

The notice shall set forth in a brief and concise manner the purpose of the meeting.

 

 

ARTICLE V

 

At the regular annual meeting or at special meetings of the membership the paid-up membership shall be entitled to vote in accordance with the provisions of Article II, either in person or by proxy. The President and Secretary shall constitute a committee to pass upon the sufficiency and authenticity of proxies, subject to the approval of the members. Twenty-five (25) members present, in person or by proxy, shall constitute a quorum. A majority vote shall control all questions. In case of a tie, the President or chair shall cast the deciding vote. The President and Secretary of the corporation shall act as chair and secretary, respectively, at the meetings of the members.

 

ARTICLE VI

 

The Board of Directors shall consist of not less than 6 or more than 12 voting members, including the officers, all of whom shall be elected by the members at the regular annual meeting. The term of a director shall be for three years. The terms of the Directors shall be staggered so that no more than four Directors shall be elected for a full term at any annual meeting. The Director shall serve for a three year term.  Term Limits shall be three consecutive terms, with one year off the board before eligibility for another term.   In the event of an unfilled board position the sitting board will appoint or reappoint a member at a regular or special meeting for the balance of the term. A Director must attend a minimum of 50% of the Board meetings. The Board of Directors shall have entire control and management of and execute all contracts in regard to the affairs, business and property of the corporation, and all powers granted nonprofit corporations under the laws of the State of Minnesota. Six Board members shall constitute a quorum. The Board shall meet at such place and time as agreed upon by the Board. Due to the fact that members reside at distant locations, decisions of the Board may be reached by fax, mail, telephone or other electronic communication and shall be reduced to writing and a copy provided within 10 days to all Board members. A Director may request a special meeting for the purpose of reconsidering Board action taken in such manner, and the President shall liberally consider such request in the interests of goodwill and the diverse locations of the Directors. Decisions which involve the expenditure of more than $200.00 or major acts should be made only with utmost caution and with full disclosure to all Board members of the details and facts. The Board of Directors may establish committees for specific purposes from time to time who shall serve for such terms as the Board shall authorize.

 

 

ARTICLE VII

 

The officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer. The officers shall be elected from the members of the Board, by the Board at its organizational meeting immediately following the annual meeting of the corporation. Each officer shall be elected for a one year term or until the officer's successor is elected or qualified. The Board of Directors shall have the power by a majority vote, to remove any officer, with cause and to fill all vacancies. The Board also shall have the power to remove any Director from office who has failed to attend 50% of the Board meetings in a calendar year.

 

 

ARTICLE VIII

 

The President, Vice-President, Secretary and Treasurer shall perform such duties as are usually performed by corporate officers. In the event of a dispute, the Board of Directors shall be the final arbiter as to the extent of their duties and responsibilities. Full and complete records shall be kept of all meetings and furnished to the members as often as necessary; at each annual meeting a summary of the actions taken shall be printed and distributed to the membership. Such report shall contain an accounting of income and expenses. The Secretary and Treasurer may each submit a bill of $50.00 for services rendered plus actual corporate-related expenditures, for the current year. No reasonable request for information shall be denied any corporation member. The reasonableness of any expenditure by an officer on behalf of the corporation shall be considered and passed upon by the Board of Directors.

 

 

ARTICLE IX

 

These By-Laws or any part of thereof, may be altered, amended, or revised by the Board of Directors or by members of the corporation. The foregoing represents a Revision of the By-Laws which incorporates the original By-Laws of the corporation together with those amendments passed by the corporation members and the Board of Directors since its incorporation November 11, 1986 through the date of this revision.

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