Friends of Rowan Creek Bylaws

BY-LAWS FRIENDS OF ROWAN CREEK, INC.

ARTICLE I

BOARD OF DIRECTORS

Section 1.1 NUMBER AND QUALIFICATIONS.
The property, business and affairs of the Corporation shall be vested in the Board of Directors.

Section 1.2 NUMBER AND QUALIFICATIONS.
The Board of Directors shall consist of not less than three adult residents of the State of Wisconsin all of whom are members of the Corporation at the time that they are elected to serve and who shall support the purposes of the Corporation as set forth herein and in the Articles of Incorporation. Directors shall be elected in the manner provided in this Article. To the extent practicable, the Board of Directors shall include persons from all municipalities located within the Rowan Creek watershed and having knowledge and experience in agricultural, natural resources, business, financial, scientific, technical or professional fields relating to the purposes and operations of the Corporation, and including, where practicable, one or more representatives of local units of government in the region.

Section 1.3 TERMS OF OFFICE.
The Directors shall be elected for three-year terms beginning upon their election and ending at the third Annual Meeting of Members thereafter or until their successors are elected and qualified or upon their prior death, resignation or removal. However, the terms of Directors shall be staggered such that one-third of the Directors taking office in the first year of the Corporation's existence shall be designated by lot to hold one-year terms and one-third of such Directors shall be designated by lot to hold office for two-year terms.

Section 1.4 ELECTION.
The Board of Directors at any meeting of the Board may elect persons to serve on the Board of Directors for a term of three years. However, the term of any Director so elected shall terminate at the first Annual Meeting of Members following such election unless that Director is elected by the members at such meeting as provided in this article. In addition, the Board of Directors may nominate persons to serve as Directors upon election by the members at the Annual Meeting of Members. Additional nominations for Directors may be made at the Annual Meeting of Members by a motion of no fewer than five members of the Corporation, provided that the nominee is present. All nominations, whether by the Board of Directors or by a motion of members, shall be made with the consent of the nominee. Board members shall be elected by a majority vote of all members present at the Annual Meeting of Members. No more than 40 percent of the Board may be comprised of directors.

Section 1.5 VACANCIES.
A vacancy in the Board of Directors shall be filled by majority vote of Directors until the expiration of the term of the vacancy. However, the term of any Director so elected shall terminate at the first Annual Meeting of Members following such election unless that Director is elected by the members at such meeting as provided in this article.

Section 1.6 REMOVAL AND RESIGNATION.
Any Director may be removed from office by the affirmative vote of two-thirds of the Directors then in office if, in the sole discretion of such Directors, the best interests of the Corporation would be served thereby. A Director may resign at any time by filing his or her resignation with any officer of the Corporation.

Section 1.7 MEETINGS.
Meetings of the Board may be called by the President, the Secretary or a majority of Directors, to be held at such times and places as is determined by the Officer or Directors calling such meeting.

Section 1.8 NOTICE AND WAIVER.
Notice of each meeting of the Board of Directors shall be given by written notice delivered personally, mailed, or electronically mailed to each Director or by telephone call directly to each Director, in each case not less than seventy-two hours prior thereto. Whenever any notice whatever is required to be given to any Director of the Corporation under the Articles of Incorporation or By-laws or any provision of law, a waiver thereof in writing, signed at any time by the Director entitled to such notice shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such a meeting, except where a Director attends a meeting and objects at such meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice.

Section 1.9 QUORUM.
One half of the Directors shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. The vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater proportion is required by law, or by the Articles of Incorporation or the By-laws.

Section 1.10 PRESUMPTION OF ASSENT.
A Director present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting because of an asserted conflict of interest.

Section 1.11 COMPENSATION.
Directors shall serve without pay or other compensation, but may be reimbursed for expenses incurred in the performance of their duties.

Section 1.12 CONDUCT OF MEETINGS.
The President, and in his or her absence, the Vice-President, and in his or her absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall act as a President of the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any Director or other person to act as Secretary of the meeting.

ARTICLE II OFFICERS

Section 2.1 NUMBER AND QUALIFICATION.
The principal Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer, all of whom are Directors.

Section 2.2 ELECTION AND TENURE.
Officers shall be elected by the Board of Directors immediately following the Annual Meeting of Members in each calendar year, to serve until the next Annual Meeting of Members in the following calendar year, or until their successors have been duly elected and qualified or until their prior resignation, removal or death.

Section 2.3 REMOVAL.
Any Officer or agent of the Corporation may be removed by the Board of Directors whenever in its best judgment the interests of the Corporation will be served thereby.

Section 2.4 VACANCIES.
A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

Section 2.5 PRESIDENT.
The President shall be the principal executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, prepare an Annual Report on the Corporation's activities, and shall perform such other duties as are normally incident to the office of President.

Section 2.6 VICE-PRESIDENT.
In the absence of the President or in the event of his or her death, refusal or inability to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be from time to time assigned to him or her by the President or by the Board of Directors.

Section 2.7 SECRETARY.
The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly sent in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records; serve as clerk of the Corporation; and, in general, perform all duties incident to the office of Secretary and such other duties as may be from time to time assigned to him or her by the President or Board of Directors.

Section 2.8 TREASURER.
The Treasurer shall have charge and custody of and be responsible for all funds, securities and other valuables of the Corporation; keep a register of the post office addresses of each contributor and record of each contributors payment; give and receive receipts for monies due and payable to the Corporation; deposit the funds of the Corporation in its name in such banks, trust companies or other depositories as shall be determined by the Board of Directors; give bond for the faithful discharge of his or her duties, if required by the Board of Directors, in such sum and with such surety or sureties as the Board shall determine; prepare or cause to be prepared an Annual Report of the Financial Affairs of the Corporation, and in general, perform all of the duties incident to the office of Treasurer and such other duties as may be from time to time assigned to him or her by the President or by the Board of Directors.

Section 2.9 ASSISTANTS AND ACTING OFFICERS.
The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever it is impracticable for such officer to act personally. Such assistants or acting officers appointed by the Board of Directors shall have the power to perform all duties of the office to which he or she is so appointed to be assistant, or as to which he or she may be appointed to act, except as such power may otherwise be defined or restricted by the Board of Directors.

Section 2.10 ADDITIONAL OFFICERS.
Any additional Officers not specified above shall have such authority, duties and responsibilities as shall be specifically authorized and designated by the Board of Directors.

ARTICLE III COMMITTEES OF DIRECTORS

The Board of Directors may appoint or authorize the President to appoint such permanent or temporary committees as it shall deem necessary to conduct the business of the Corporation. The Board may by resolution delegate to a committee of not fewer than three Directors the exercise of any power of the Board when the Board is not in session in the management of the Corporation except the election of officers and filling of the Board vacancies. Persons who are not Directors may serve on such committees as non-voting members.

ARTICLE IV MEMBERS

Section 4.1. MEMBERS.
Membership is open to any individual or organization that supports the purposes of the Corporation. Membership is conferred upon payment of membership dues.

Section 4.2. MEMBER DUES.
Classes of members and a schedule of member dues shall be established by the Board of Directors.

Section 4.3. ANNUAL MEETING.
An Annual Meeting of Members shall be held in the spring of each year for the purpose of election of the Board of Directors, to receive various reports, discuss major projects for the upcoming year and to conduct any other business of the Corporation. Notice of the time and place of the Annual Meeting of Members shall be as established in these By-laws.

Section 4.4. SPECIAL MEETINGS.
The Board of Directors may call special meetings of the Members as needed. Notice of the time and place of special meetings of the Members shall be as established in these By-laws. Section 4.5. NOTICE. Notice of the time and place of each Annual Meeting of Members and every special meeting shall be given not fewer than seven (7) days and not more than thirty (30) days prior to the meeting and shall be either published in the Poynette Press or other appropriate local newspaper.

Section 4.6. VOTING OF MEMBERS.
Each Member shall have one vote at all Meetings of Members at which that Member is present. In the event that the Board of Directors establishes a class of membership denominated as "family" or "household" membership, in no event shall such "family" or "household" membership create more than two members having voting rights under this section. Organizations which are members of the Corporation shall be considered one Member and shall have one vote. Voting by proxy will not be permitted.

Section 4.7. APPROVAL.
With the exception of the election of the Board of Directors as provided in these Bylaws, all matters to be voted upon by the members, including without limitation dissolution of the corporation, amendment of the bylaws, and other business, shall be subject to approval by the Board of Directors.

Section 4.8. QUORUM.
A quorum shall consist of those members present and voting, provided notice of the meeting has been given according to these By-laws. The vote of a majority of the members present at a meeting at which a quorum is present shall be necessary for the adoption of any action voted upon by the members.

Section 4.9. REMOVAL OF MEMBERS.
Any Member may be removed by a two-thirds vote of the Board of Directors whenever in its best judgment the interests of the Corporation will be served thereby.

ARTICLE V ADMINISTRATION

Section 5.1 RECEIPT OF PROPERTY.
The Corporation may receive and accept such property, whether real, personal or mixed by way of gift, bequest, purchase or devise, from any person, firm, trust or Corporation, to be held, administered and disposed of in accordance with the provisions of the Articles and By-laws, but no gift, bequest or devise of any such property shall be received and accepted if it is conditioned or limited in a manner which is inconsistent with the purposes of the Corporation or maintenance of its tax-exempt status.

Section 5.2 OPERATIONS.
All property received and accepted by the Corporation shall be held, administered and invested to advance the purposes of the Corporation. Distributions from income or principal, or both, to advance the purposes of the Corporation, shall be made in such amounts and at such times as shall be determined by the Board of Directors.

Section 5.3 INVESTMENTS.
The Corporation, by its Board of Directors, may hold, invest or reinvest any funds or properties received by it, when not otherwise specifically provided by bequest, devise, or deed of gift, according to the judgment of the Board, subject only to the purposes of the Corporation and the maintenance of its tax-exempt status, without restrictions as to the retention of property, diversification of investment, as to the type of investments which are or may hereafter be permitted by law, or any similar restrictions.

Section 5.4 SEPARATE FUNDS.
Assets of the Corporation may be segregated, held, invested and disbursed in separate funds as such funds may be established from time to time by the Board of Directors.

Section 5.5 CORPORATE ACTS.
All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds, or other securities owned by the Corporation, shall be signed by the President, Treasurer or another person authorized by resolution of the Board of Directors. Any shares of stock owned or controlled by the Corporation may be voted at any shareholders' meeting by the President or any such person as the President shall, by duly executed proxy, designate to represent the Corporation at such shareholders' meeting.

Section 5.6 AGENTS.
The Corporation is authorized and empowered to retain and engage such agents, attorneys, accountants, investment counsel, and other firms or persons as may be determined from time to time by the Board of Directors.

Section 5.7 FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

Section 5.8 CORPORATE SEAL.
The Corporation shall have no seal.

ARTICLE VI INDEMNIFICATION

The Corporation shall indemnify a director or officer to the full extent authorized by Chapter 181 of the Wisconsin Statutes.

ARTICLE VII AMENDMENT

The By-laws may be amended by the affirmative vote of a majority of the entire membership of the Board of Directors. CERTIFICATION The undersigned hereby certifies that the foregoing is a true and correct copy of the By-laws adopted at the duly convened organization meeting of the Board of Directors on the ___ day of ______________, 2001. By: _______________________,Secretary _______Date

 

ducks in Rowan Creek

Ducks floating along Rowan Creek. Photo by Ira Kastenberg.