Portage-Crooked Lakes Improvement Association Incorporated
By-Laws last amended:
September 10, 2022 (approved)
ARTICLE 1. NAME, JURISDICTION AND PURPOSE
SECTION 1. This Association shall be called the Portage-Crooked Lakes Improvement Association (PCLIA), Incorporated.
SECTION 2. The Association is a nonprofit, nonpartisan corporation under the laws of Minnesota, Statutes Chapter 317A.
SECTION 3. It is located in Bay Lake Township, Crow Wing County, Minnesota, but is regarded as having its principal place of business in Deerwood, Minnesota which is the mailing address.
SECTION 4. PCLIA is formed for charitable, scientific, testing for public safety, literary or educational purposes as appropriate for organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 and its regulations as they now exist or as they may hereafter be amended. Such purposes shall include, but not be limited to, the promotion and improvement of the understanding and comprehensive management of our lakes and its watershed. The objectives of the PCLIA shall be to preserve, maintain, protect, improve the quality of the lake, clean water, recreation, fishing and support of government services through education and demonstrated action.
PCLIA shall not conduct or carry-on activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 and its regulations as they now exist or as they may hereafter be amended.
ARTICLE 2. MEMBERSHIP, VOTING AND DUES
SECTION 1. The fiscal year starts January 1 of each year and ends December 31 of that
SECTION 2. Membership in this Association shall be open to all persons who are riparian
property owners on Portage, Sugar Bay, Hanks and Crooked Lakes. Non-riparian property owners or interested neighbors wishing membership can become members by approval of the Board of Directors.
SECTION 3. Each member shall pay dues annually. Dues will be paid on a fiscal year basis ending December 31. The amount of the dues shall be determined by the Board of Directors. Membership is considered in effect upon payment of the annual dues.
SECTION 4. All dues-paying members shall have the privilege of voting at meetings of the Association. A maximum of two (2) votes per paid membership will be allowed. Proxy voting will not be utilized in this Association.
ARTICLE 3. MEETINGS
SECTION 1. There shall be one regular annual meeting of the Association each year for the general transaction of business and the election of Officers and the Board of Directors. The annual meeting shall be held at a time and place to be designated by the Board of Directors or in the absence of action by the board, by the President. Written notice of the annual meeting will be distributed to all members by the newsletter at least ten days prior to the meeting. Ten members of the Association shall constitute a quorum of any annual meeting. A majority vote of the members present shall carry any motion or vote.
SECTION 2. Board meetings will be scheduled four (4) times per year by the Board of Directors. Only board members will be allowed to make motions or vote at Board meetings.
SECTION 3. Special meetings may be called by the President, members of the Board or by a written request from members of the Association. Written notice of any special meeting must be distributed to members at least five days in advance of the meeting. Any issue affecting the Association or requiring funding must be presented for a vote at a Board meeting or the annual meeting.
SECTION 4. Robert’s Rules of Order (current revised edition) shall be in force unless in conflict with these by-laws, at all meetings of the Association, Board of Directors and committees. Non-members of the Association may be recognized to speak at Association functions at the discretion of the presiding officer. Non-members will not be allowed to make motions or vote.
ARTICLE 4. NOMINATING COMMITTEE
SECTION 1. The nominating committee is a standing committee of the Association. The committee is composed of three members: the President, and two Board members.
SECTION 2. Prior to the annual meeting, the nominating committee shall prepare a slate of at least one member for each vacancy to be filled at the election held during the annual meeting. The slate will be reviewed and voted on at the board meeting preceding the annual meeting. A copy of said slate shall be presented at the annual meeting.
SECTION 3. In all elections, the privilege of nominating from the floor shall be allowed at the annual meeting provided the nominee shall accept the nomination prior to or at the meeting. Individuals receiving the most votes or nominated by motion will fill the vacancy.
ARTICLE 5. OFFICERS
SECTION 1. The officers of the Association shall be President, Vice-President, Secretary, and Treasurer.
SECTION 2. All officers shall be elected at the Annual meeting, assume the office January 1 of the new year and will hold said office for a period of two years.
SECTION 3. Officers may be elected for additional terms assuming they are willing and are supported by the members as stated in Section 2 above.
SECTION 4. Vacancies in any elected office which shall occur during the year shall be filled by the Board of Directors for the remaining portion of the term except the Vice President shall assume the duties of the President.
ARTICLE 6. BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall include the President, Vice-President, Secretary, Treasurer, Immediate Past President and from six (6) to ten (10) at-large directors. Total membership of the Board of Directors shall not exceed fifteen (15).
SECTION 2. The immediate Past President acts as an advisor to the Board for up to two years and has the privilege of making motions and voting.
SECTION 3. Directors shall be elected at the annual meeting based upon the number of terms that have expired and/or the requirements of the Board. They shall assume office the first of January of the new year.
SECTION 4. The terms of office for all directors as well as the Healthy Lakes Chairperson who must be a director will be three years. With the authorization of the majority of the membership via vote at the Annual meeting, directors may serve additional terms.
SECTION 5. If director vacancies occur during the year, they may or may not be filled (left open until Annual meeting elections) by the Board of Directors with the assistance of the Nominating Committee for the remaining portion of the term.
SECTION 6. No part of the net earnings of the PCLIA shall be used to the benefit of any member, director, officer of the PCLIA, or any private individual (except that reasonable compensation may be paid for services rendered to or for the PCLIA effecting one or more of its purposes), and no member, director, officer of the PCLIA, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the PCLIA.
ARTICLE 7. DUTIES AND FUNCTIONS OF BOARD OFFICERS AND DIRECTORS
SECTION 1. The President shall preside at all meetings of the Association and Board, preserve order, appoint committees, and call special meetings. S/he is the chief executive officer of the association and shall perform such other duties as usually pertains to such office. The President is an ex officio member of all committees.
SECTION 2. The Vice President shall assume the duties of the President whenever the President is unable to act or if there is a vacancy in that office.
SECTION 3. The Secretary shall perform all secretarial duties including the keeping of minutes of all Association and Board meetings, mailbox collection, mail sorting and distribution. The secretary will send out meeting notices and correspondence.
SECTION 4. The Treasurer shall keep a current roster of all members, shall keep accurate account of all monies received and paid out making full reports thereon at each Board and Annual meeting. Once an annual budget is approved by the Board, the treasurer can make the supporting payments for the calendar year. Appropriate miscellaneous payments can be made by the treasurer up to $200.
SECTION 5. The Board shall ensure that information is effectively communicated to the membership.
SECTION 6. A Board director shall be the Healthy Lakes Chairperson whose primary function shall be to develop and implement the Lake Management Plan. Annually the Board shall review and approve the Healthy Lakes Management Plan.
SECTION 7. The Board shall approve all expenditures to be made and obligations to be incurred above and beyond the annual budgeted amount. There shall be two members of the Board of Directors that are authorized signatories on the financial accounts of the association. These two members will be the Treasurer, and the other shall be either
Appropriate miscellaneous payments can be made by either signatory up to $200.
SECTION 8. The Board shall have an audit of the financial records at least every two
SECTION 9. Actions taken by the Board shall be by majority vote with at least 50
percent of the members present.
SECTION 10. The Board shall act for the Association and may recommend amendments to these by-laws for approval at a membership meeting with a quorum of a minimum of 10 members.
SECTION 11. Board members are expected to be a visible and active means of support at Association activities and attend Board meetings.
ARTICLE 8. AMENDING OF THE BY-LAWS
SECTION 1. These by-laws may be amended at any regular or special meeting of the Association.
SECTION 2. A majority vote of the Association members present at the meeting is required for passage if the following conditions are met. First, a written copy of the proposed amendment is sent to all members at least thirty days prior to such meeting. Second, at least ten members are in attendance. If no advanced notice occurred, a two-thirds majority vote of the members present is required to approve the amendment with at least ten members present.
ARTICLE 9. PCLIA COMMITTEES
SECTION 1. A committee can be formed or discontinued at any time based upon the needs of the Association. The Board of Directors shall approve the formation or termination of any committee by a vote of the majority attending the Board meeting. Each committee will consist of a chairperson and a number of members based upon the requirements of the committee. The chairperson may be an officer, director or any paying member of the Association. This applies as well to all members of the committee.
SECTION 2. The chairperson is responsible for organizing the committee, conducting meetings, project management, acquiring funding and reporting status at each Board meeting. The chairperson will ensure that cross-committee interdependencies are communicated and resolved. If the chairperson is not available to report to the Board, a written status may be sent or a member of the committee can attend and provide the report.
SECTION 3. Committees should have an annual project plan which is presented at the first Board meeting of a calendar year. This includes all major activities and key calendar dates.
SECTION 4. Budgets for each committee are to be presented to the Treasurer one month before the last Board meeting of the calendar year. Budgets for the new year will be presented, discussed and voted on for approval at the last Board meeting of the calendar year.
ARTICLE 10. DISSOLUTION OF THE ASSOCIATION
SECTION 1. The Board of Directors, by a two-thirds vote of all Directors, may recommend that the Association be dissolved and that the question of such dissolution be submitted to vote at a subsequent meeting of the membership. Notice of the meeting shall highlight the question of dissolution. A two-thirds affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval of the members. Dissolution of the Portage-Crooked Lakes Improvement Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting of the members, or by a binding mail referendum.
SECTION 2. Upon dissolution of the PCLIA, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of 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.