ARTICLES OF INCORPORATION-NONSTOCK CORPORATION
LOON LAKE PROPERTY OWNERS ASSOCIATION, INC.
Executed by the undersigned for the purpose of forming a Wisconsin nonstock corporation under Chapter 181 of Wisconsin Statutes, repealed and recreated by Wisconsin Act 79:
Article 1. Name of Corporation
Loon Lake Property Owners Association, Inc.
Article 2 Organization.
The Corporation is organized under Chapter 181 of the Wisconsin Statutes
Article 3 Registered agent:
Name of initial registered agent: Laurie Lundeen
Article 4 Registered office address:
Street address of initial registered office: 29440 Whispering Pines Road
Danbury Wisconsin 54830
Article 5 Mailing address:
Mailing address of initial principal office: 29440 Whispering Pines Road
Danbury Wisconsin 54830
Article 6 Members: The corporation will have members.
Article 7 Purpose: The purpose of the Loon Lake Property Owners Association (LLPOA) is the common cause of maintaining, protecting, and when possible, enhancing the quality of the lake and it’s surroundings for the collective interests of its members, other users of the lake, and the general public. To accomplish this purpose, the LLPOA shall exist to (1) unite property owners and other interested parties in this common cause; (2) educate LLPOA members and other lake users about activities that affect water quality, both positively and negatively, and encourage eliminating practices that degrade water quality; (3) develop programs that study, test, analyze and evaluate water quality changes and how these changes relate to the seasons, lake and lakeshore use and broader environmental impacts such as acid rain, and; (4) stimulate social and volunteer endeavors among LLPOA members and their guests for the benefit and interest of the lake.
In attempting to achieve its purpose, the LLPOA will seek to educate lake users about possible negative impacts to the quality of Loon Lake resulting from their activities and, by doing so, get users to voluntarily change their habits. It is not intended nor a part of its purpose that the LLPOA pursue the township, county, state, or DNR to add laws, rules or regulations limiting boating activities or restricting the use of watercraft on Loon Lake.
Article 8: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to make payments and distributions in furtherance of the purposes set forth in Article 7 hereof.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any federal tax code.
Article 9: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 ( c) (3) if the Internal Revenue Code, or the 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. Any assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purpose.
Article 10: Name and address if incorporator: John H. LeMay
1681 Victoria Road South
Mendota Heights MN 55118
__________________
Incorporator’s Signature
This document was drafted by: John H. LeMay
1681 Victoria Road South
Mendota Heights MN 55118
Day Phone: 651 905 3101
Optional Name if first choice is not available: Loon Lake Association, Inc.
LOON LAKE PROPERTY OWNERS ASSOCIATION
Burnett County, Wisconsin
Sections 1,2,11, and 12, T.40N.-R.15W.
Jackson Township
BY-LAWS – AMENDED AND RESTATED
Article I
PURPOSE
The purpose of the Loon Lake Property Owners Association (LLPOA) is the common cause of maintaining, protecting, and, when possible, enhancing the quality of the lake and its surroundings for the collective interests of its members, other users of the lake, and the general public. To accomplish this purpose, the LLPOA shall exist to (1) unite property owners and other interested parties in this common cause; (2) educate LLPOA members and other lake users about activities that affect water quality, both positively and negatively, and encourage eliminating practices that degrade water quality; (3) develop programs that study, test, analyze, and evaluate water quality changes and how these changes relate to the seasons, lake, and lakeshore use and broader environmental impacts such as acid rain ; and (4) stimulate social and volunteer endeavors among LLPOA members and their guests for the benefit and interest of the lake.
In attempting to achieve its purpose, the LLPOA will seek to educate lake users about possible negative impacts to the quality of Loon Lake resulting from their activities and, by doing so, encourage property owners and lake users to voluntarily change their habits. It is not intended nor a part of its purpose that the LLPOA pursue the township, county, state, or DNR to add laws, rules, or regulations limiting boating activities or restricting the use of watercraft on Loon Lake.
To carry out this program of the association and to make representations on behalf of its members, the Association shall be organized as a non-profit, non-stock corporation under Chapter 181 of the Wisconsin statutes. No asset of the Association shall benefit any officer or member. The Association shall not participate in partisan political activity.
Article II
Membership
Section 1 Eligibility: Membership in the Association shall be open to any individual or corporation who (a) subscribes to the purposes of the Association and (b) owns,or is the spouse of an individual who owns a parcel of real property bordering on Loon Lake or (c) who leases a parcel of real property bordering on Loon Lake. An eligible individual may become a member by paying dues specified in the following section and shall remain a member so long as the eligibility requirements are satisfied and the required dues are paid.
Section 2 Dues: Dues shall be thirty dollars (30) paid on a fiscal year basis, the fiscal year being June 1 to May 31. Only one $30 dues payment shall be required with respect to the single parcel of real property which makes the owner eligible for membership.
Article III
Voting
Section I Voting: The member or members owning each parcel of real property which makes such Members eligible for membership may cast only one vote per membership, and only one membership shall be allowed for any given parcel of property.
Section 2 Casting Ballots: A member may only vote in person at meetings of the Association. Proxy voting shall not be allowed. All votes shall be counted by a show of hands unless otherwise specified in the By-laws or a member present requests a written ballot pursuant to Roberts Rules of Order.
Section 3 Referenda: The Board of Directors may at any time solicit reactions from members through a mail survey. The Board resolution authorizing this referendum shall indicate whether the results shall be considered advisory or binding on the Board. The members at an annual meeting may initiate an advisory or binding referendum and shall specify the exact wording of the question and the required follow-up action by the Board. Members shall have 30 days to return response forms. Results of the referendum shall be announced at a membership meeting or in printed form within 90 days of the response deadline.
Article IV
Membership Meetings
Section 1 Annual Meeting: The annual meeting of the Association shall be held in the vicinity of Loon Lake on the fourth weekend of May (Memorial Day weekend). The time and place shall be arranged by the Board of Directors unless specified my the previous annual meeting. The agenda of the annual meeting shall include elections, discussion of projects, adoption of a budget, member concerns, and an educational program.
Section 2 Special Meetings: A special meeting of the Association may be called at any time by the President, by majority vote of the Board of Directors, or by written request of at least six voting members. The agenda of a special meeting may include any items that may properly be brought before an annual meeting.
Section 3 Informational Meeting or Social Event: The Association may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for its members and their guests. If business is to be conducted at such events, the notice requirement for special meetings must be met.
Section 4 Notification: Every annual or special meeting must be preceded by notice to paid members and members from the preceding year who have not yet renewed their membership. Notification may be by hand delivery, email, facsimile or by US mail at least 30 days, but not more than 50, prior to annual meetings and at least 15 days, but not more than 50, prior to special meetings. The notice shall summarize any proposed changes in the By-Laws, shall highlight any proposals to change or dissolve the Association, and may include a detailed agenda. (Any matter of substance must be mentioned in the notice in order for the Association to vote on it.)
Section 5 Quorum: No formal business may be conducted at membership meetings unless members representing at least 25% of voting members are present.
Section 6 Procedure: Roberts Rules of Order, in the current revised edition, shall be in force at the meeting of the Association, of the Board of Directors, and of the Association committees, unless required otherwise by Wisconsin Statutes or these By-Laws. Non members of the Association may be recognized to speak at the Association functions at the discretion of the presiding officer who shall also serve as parliamentarian.
Article V
Board of Directors
Section I Authority: Subject to directives of annual and special meetings and these By-Laws, the Board of Directors shall have authority over the activities and assets of the Association.
Section 2 Composition: The members of the Association shall elect the President, Vice President, Secretary, and Treasurer as Officers and Directors of the Association and four at-large Directors. The Board of Directors shall include the President, Vice President, Secretary, Treasurer of the Association and four at-large directors all as elected by the members and the immediate past President of the Association. All Officers and Directors of the Association must at all times during their term be members of the Association.
Section 3 Elections: The Board of Directors shall nominate one or more members for each vacant office or position on the Board of Directors. Additional nominations of members present at the annual meeting and willing to serve shall be taken from the floor. All elections for officers and board members shall be conducted by secret written ballot unless the casting of an unanimous ballot is authorized by all members present.
Section 4 Terms of Office: Directors and Officers are elected for three year terms. Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later. The terms of the first Directors and Officers shall be for one year and the terms for the Officers and Directors elected in the second year of the organization shall be established by lot, so that 2 serve for one year, 2 serve for 2 years and 2 serve for three years as their first terms.
Section 5 Board Meetings: The new Board shall meet within 60 days of the annual meeting and at least one other time prior to the next annual meeting. Regular meetings shall be held at places, dates, and times established by the Board. Special meetings may be held on the call of the President or any three directors after at least 72 hours notice by telephone, email, facsimile, US mail or personal contact. Four directors shall constitute a quorum for the transaction of business. The meetings shall be open to the members. Decisions shall be made by majority vote of directors present, with the President voting only to break ties. Between meetings the President may solicit decisions from the Board through any of the communication methods allowed herein for notices.
Section 6 Vacancies: Any director who misses two consecutive meetings without cause may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the directors then serving, although less than a quorum.
Section 7 Compensation: Directors shall not be compensated for their time and effort. The Board may authorize officers, directors, and committee members to be paid actual and necessary expenses incurred while on Association business.
Article VI
Officers
Section 1 President: The President shall preside over all membership meetings and Board meetings. The President shall be the chief executive officer of the Association, responsible for the day-to-day administration of the affairs of the Association. The President may appoint such committees as are deemed necessary to support the efforts of the Board. The President in an ex-officio member of all committees.
Section 2 Vice President: The Vice President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend. The Vice President shall arrange for the educational segment of the annual meeting and carry out other assignments at the request of the President.
Section 3 Secretary: The Secretary shall maintain the official records of the association as well as an archive. The Secretary shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall maintain a current record of the names and addresses of the members entitled to vote and shall send out notices of membership meetings. The Secretary shall prepare publicity for the Association and shall prepare the Association newsletter or solicit an editor to carry out the task.
Section 4 Treasurer: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget at the annual meeting.
Article VII
Miscellaneous Provisions
Section 1 Indemnification of Officers and Directors: As provided by Wisconsin Law, the Association shall indemnify any officer, director, employee, or agent who has, is, or may be involved in legal proceedings by virtue of his or her good faith actions on behalf of the Association.
Section 2 Fiscal Year: The records and accounts of the Association shall be maintained on a yearly basis beginning June 1 and ending May 31.
Section 3 Accounts and Investments: Funds of the Association shall be promptly deposited at a financial institution designated by resolution of the Board of Directors.
Article VIII
Adoption and Amendments
These By-Laws, and any amendments thereto, may be adopted at any annual or special meeting of the Association by two-thirds of the members present and entitled to vote. Amendments to the By-Laws must be summarized in the notice for the meeting at which amendments are to be voted on.
Adopted this 5th of May, 2001
________________________
John H LeMay, Vice President
Amended and Restated May 2008.
___________________________
Carol Hubler, Secretary
Amended and Restated May, 26, 2012
______________________________
Carol Hubler, Secretary
Board of Directors
President Larry Peterson
Vice President Brett Bauer
Secretary Marianne Bjork
Treasurer John LeMay
Directors:
Paul Orman
Jerry Surprenant
Craig Campbell
Chris Moeller
Don Lund
Past President Diane Person