- Annual Meeting: The date of annual meeting of the members shall be during the month of May each year at a time and date determined by the Directors. The time and place of meeting shall be specified in a notice of meeting to be prepared by the Secretary and mailed to each member not less than five (5) days prior to such meeting date. Inadvertent failure to provide the required notice to any member entitled to vote shall not render the proceedings taken at the annual meeting void.
- Special Meetings: A special meeting of the membership may be called at any time by the President or the Vice-President acting as the President or by a majority vote of the Directors. Notice shall be given by the Secretary in the same manner as notice is given for the annual meeting. Such notice shall state clearly the purpose of such meeting and all business proposed to be transacted thereat.
- Directors Meetings: The Directors shall hold regular meetings on a monthly basis at such place as may be determined by a consensus vote of the Directors. No notice of such Directors meetings shall be given unless any member shall have requested notice of such meetings and shall have provided the Secretary with a self-addressed, stamped envelope for the purpose of allowing the Secretary to send the necessary notice. Special Directors meetings may be held at any time on call of the President or pursuant to petition of a least three (3) Directors. Directors failing to attend three consecutive Directors meetings may be removed as a Director by a vote of the remaining Directors.
- Vacancies: In the event of a vacancy in any office or in the event of a vacancy in a directorship, the remaining Directors shall elect a member of the association to fill such vacancy if the vacancy does not occur more than sixty days prior to the next annual meeting, such vacancy shall not be filled until the annual meeting.
- Quorum: A majority of the Directors shall constitute a quorum for any Directors meeting. The quorum for membership meetings shall consist of those members present. A member may appear in person at any membership meeting or by proxy held by another.
- Committees: The Board of Directors may, from time to time, appoint standing or special committees for such purposes as they may deem necessary or advisable. Any committee having charge of any activity shall have full authority in respect to the duties imposed upon it.
- Order of Business: The order of business at all meetings of the Board of Directors shall be as follows:
Roll Call; Reading of Minutes of previous meeting and actions thereon; Reports of Officers; Reports of Committees; Old Business; New Business
- Duties of Officers: The duties of the respective officers, who shall be elected by the Directors after each annual membership meeting, shall be such as usually pertain to their offices and such other duties as may be prescribed by the Board of Directors. The Board of Directors may delegate the guties of any officer to any other officer or other person designated by it for that purpose.
- Amendments: These By-Laws may be amended, repealed or otherwise changed by a majority vote of the membership at any annual meeting of the membership provided that notice of such proposed change shall be included in the notice to se sent by the Secretary to all members prior to the annual meeting membership.
RESTATED ARTICLES OF INCORPORATION
The following Restated Articles of Incorporation for non-stock corporations revised from August 26, 1930, June 24, 1978, and May 25, 2003 in accordance with Chapters 181 and 281 of the Wisconsin Statutes supersede and take place of the existing Articles of Incorporation and amendments thereto.
The name of this corporation shall be Cloverleaf Lakes Protective Association, Inc.
PERIOD OF EXISTENCE
The period of existence shall be perpetual.
Said organization is organized exclusively for charitable, religious, 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.
Additionally, the purpose shall be to “Preserve Our Lakes For Future Generations” in the Town of Belle Plaine, Shawano County, and engage in any lawful activity authorized by Chapters 181 of the Wisconsin Statutes, which include; protection of trees, shrubbery, and flowers; the lakes free from pollution; protection of homes and cottages in absence of owners; promote communication between residents; to represent the Association at the Town Board and County levels; to enter into, make, form and carry out contracts of any kind and for any lawful purpose in carrying out its business for which it is organized with any person, firm, association or corporation, private, public or municipal body politic, and provide for the general good of the public. Further purposes of the organization are to work with state and federal scientific agencies (State Department of Natural Resources and Federal Army Corps of Engineers) on issues that affect the lakes, such as aquatic invasive species, water quality, recreation, fishery and environment and to educate lake users on the methodologies recommended and adopted into a lake management plan by these agencies to best protect this fragile resource.
PRINCIPAL OFFICE AND REGISTERED AGENT
The principal office of the Corporation is the rustic Resort and mailing address of: P.O. Box 288, Embarrass, WI 54933 and name and address of its registered agent at the time of the adoption of these Restated Articles of Incorporation is: Dennis Thornton, W8443 Cloverleaf Lake Road, Clintonville, WI 54929.
BOARD OF DIRECTORS
The number of Directors is seven (7). Directors are elected for three-year terms on a staggered basis by the members of the corporation at the time of the annual meeting of the corporation. All officers of the corporation shall be appointed by the Directors after the annual meeting and have authority to establish just compensation for services provided for the corporation.
Membership shall be available to any person or corporation who for at least one month each year resides or owns real estate on or within one mile of the Lakes, for which the Association was incorporated. There shall be an annual membership fee in the amount determined from time to time by the Directors in accordance with Chapter 281.68 of the Wisconsin Statutes, which at this time is twenty-five ($25) per year. Membership shall be based on one vote per paid membership. Upon payment of the applicable membership fee, each paid membership shall be entitled to receive a certificate of membership signed by any officer of the Corporation or a sticker on the residence address marker indicating the term of membership. Payments by any member which exceed the membership fee, shall be considered donations and shall not entitle that member to more than one vote at any meeting of the members.
These By-Laws may be amended, repealed or otherwise changed by a majority vote of the membership at any annual meeting of the membership provided that notification follows the procedure for annual meeting announcement
DISSOLUTION OF THE ASSOCIATION
Dissolution of the Cloverleaf lakes Protective Association would need to receive a majority vote by eligible members. In the event that the association is dissolved, then the assets of the association would go to another 501 (c) (3) organization that would be designated at the time by the voting membership.
The Board of Directors and committee positions are staffed by volunteers. If officers or other members of the organization were to be compensated directly or indirectly, the compensation would be based on what is paid by similar organizations for similar situations.
The undersigned officers of the Cloverleaf Lakes Protective Association, Inc., Dennis Thornton, President and Carol Wegner, Secretary, hereby certify that the foregoing Restatement of the Articles of Incorporation of said corporation was adopted by the members having voting rights at a special meeting having this specific business on the 21st day of November 2011, by the following vote, per State Stats. 181.1004.
NUMBER OF MEMBERS
ENTITLED TO VOTE NUMBER VOTED FOR NUMBER VOTED AGAINST
206 103 1
This document was drafted by: Frances West, CLPA Treasurer