Tri Lakes Community Center
7872 South County Road A
Superior, Wisconsin 54880
Articles of Incorporation & Bylaws
Bylaws of the Tri Lakes Community Center, Douglas County, Wisconsin, as amended and revised under “The Wisconsin Non Stock Corporation Law”‘ Chapter 181.
Amended as of August 19,2017
INDEX OF BYLAWS
ARTICLE I. CONDUCT OF BUSINESS MEETINGS
II. QUORUM AND MAJORITY
III. COMPLIANCE WITH STATE STATUTES
IV. MEMBERSHIP AND DUES
V. OFFICERS AND ELECTION OF OFFICERS
VI. DUTIES OF OFFICERS
VII. BOARD OF DIRECTORS
VIII. BOOKS, RECORDS, AND AUDITS
IX. PROPERTY, EQUIPMENT, AND FUNDS
X. AMMENDINGS TO BYLAWS & ARTICLES OF INCORPORATION
XI. COMMUNITY CENER
XII. DISSOLUTION CLAUSE
ARTICLES OF THE ORGANIZATION
TRI LAKES COMMUNITY CENTER, INC.
ARTICLE I – NAME
The name of the corporation shall be Tri Lakes Community Center, Inc.
ARTICLE II – REGISTERED AGENT AND OFFICE, PRINCIPAL OFFICE
The name and address of the registered agent and registered office, the address of the principal office and the name and address of the incorporator of the Corporation are:
Tri Lakes Community Center, Inc.
7872 South County Road A
Superior, WI 54880
ARTICLE III – EXISTENCE
The period of existence of the Corporation shall be perpetual.
ARTICLE IV —-PURPOSE
The undersigned have associated and hereby associated themselves together for the purpose of forming a corporation under Chapter 181 of the Wisconsin Statutes, and the acts amendatory and supplementary thereto, the business and purpose of which corporation shall be:
A. A community based Organization to promote the Tri Lakes area.
B. To better the quality of life within our community and the surrounding area.
The corporation may carry on any business whatsoever which directly or indirectly will promote the interests and purpose of the corporation.
ARTICLE V – MEMBERS
The Corporation shall have members of the number of classes and having such qualifications as provided in the by-laws of the Corporation.
ARTICLE VI – INUREMENT OF INCOME
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any private individual, except that the Corporation is authorized and empowered to pay reasonable compensation for goods or services rendered and to make payments and distributions in furtherance of the purposes set forth in Articles IV and VI herein. No dividends or profits shall be declared to the members thereof.
ARTICLE VII – DISTRIBUTIONS
In addition to the purposes set forth in Article IV herein, the Corporation may also undertake charitable and educational endeavors, including raising funds and making donations to other domestic entities which engage in non-profit activities, as well as distributions under Section 181.1302(4) of the Wisconsin Statutes, as authorized by the Board of Directors.
ARTICLE VIII—DISSOLUTION
The Corporation may be dissolved only upon a vote of the Board of Directors. Upon the affirmative vote for dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes set forth in Article VI herein, as the Board of Directors shall determine.
ARTICLE IX—AMENDMENT
These Articles may be amended in the manner authorized by law at the time of amendment.
BYLAWS
ARTICLE I. CONDUCT OF BUSINESS MEETINGS
The business meetings of this Organization and its Board of Directors shall be conducted as stated in “Roberts Rules of Order,” except as said “Roberts Rules” shall be amended herein.
A. The order of business at business meetings shall be essentially as follows:
1) Call of the roll for Officers and Directors
2) Reading of unapproved minutes of previous membership meetings and prior Board of Directors meetings.
3) Reading of reports of Officers, Committees, and Directors
4) Old Business
5) New Business
6) Program
7) Adjournment
B. Regular business meetings shall be scheduled by the Board of Directors.
C. The Board of Directors shall meet as needed.
ARTICLE II. QUORUM AND MAJORITY
At a Board of Directors meeting of the Organization, a majority vote with at least five of the members present, one of whom is a member of the Board of Directors, shall constitute a quorum for business to be conducted.
At a business meeting of the Organization, majority of the members present, which does include members of the Board of Directors, shall constitute a quorum for business to be conducted. During a vote, the president shall not vote unless there is a tie.
ARTICLE III. COMPLIANCE WITH STATE STATUTES
It shall be the primary duty of the president of the Organization, in addition to his/her other duties and responsibilities, that this Organization comply with all appropriate statutes of the State of Wisconsin currently in force, and as may be amended in the future.
ARTICLE IV. MEMBERSHIP AND DUES
Payment of dues as set by a meeting of the membership shall be paid to the treasurer of the Organization, who shall thereby issue a receipt (membership card), shall be a pre-requisite of individual/family membership. The secretary shall record the membership. Dues shall be collected and individual/family membership maintained upon a calendar year basis that runs from January to December. Only currently paid members shall be entitled to vote at regular and special membership meetings.
ARTICLE V. OFFICERS AND ELECTION OF OFFICERS
An annual meeting of the membership shall be held yearly during the month of July. At this yearly meeting, elections of new officers and members of the Board of Directors will be held.
The Officers and Board of Directors of the Organization shall consist of the following:
A. president
B. vice-president
C. treasurer
D. secretary
E. past president
F. eight directors
1) Staggered two year terms – four in odd years, four in even years
It is also stated that the president and treasurer terms and the vice-president and secretary will have staggered terms. In 2015, the vice-president and secretary will be elected. In 2016, the president and treasurer will be elected. And so on will continue with staggering terms.
Elections will be conducted in the following manner:
A. Only fully paid members of record for the current calendar year shall vote. (See Article IV. Membership and Dues)
B. A Nominations Committee, whose chairman along with two other members shall be named by the president at the May business meeting of each year shall recommend nominees for the offices as stated in Article V, Articles of Incorporation, as amended. Nominations will begin at the June business meeting. Additional nominees for these offices may be made from the floor at the June business meeting and at the conclusion of nominations, they will be closed. Elections will take place at the annual meeting in July.
C. New members of the Board of Directors shall be nominated as in (B) above.
D. Voting on new Officers and new Board of Director members shall be by unanimous ballot unless there is more people running than are needed to fill the needed positions than a secret ballot is required; tallied by three (3) electors, appointed by the president; and those electors shall, at the same meeting, report to the president and members present the results of this election, by name only. There shall be a motion to destroy the ballots at the conclusion of the announcement of the successors.
E. Newly elected officers and directors will assume their duties at the conclusion of this annual meeting.
F. Vacancies occurring in the officers of president, vice-president, treasurer, and secretary, shall be filled at any general or special membership meeting in the following manner:
1) President – the vice-president will assume the office of president for the remainder of the term. A new vice-president will be nominated and elected.
2) Vice-president, treasurer, and secretary – these offices will be filled by nomination and election for the remainder of the term.
3) The total current voting membership shall have prior notice of the meeting at which the above vacancies will be filled.
4) Any other vacancies in offices that this Organization may have, exclusive of the Board of Directors; will be filled in accordance with two (2) and three (3) above.
ARTICLE VI: DUTIES OF OFFICERS
The duties of the officers of the Organization are to be as follows:
A. The president shall:
a. Preside at all meetings of the association;
b. Perform such other duties as may be prescribed in these bylaws or assigned by the association;
c. Be an ex-officio member of all committees except the nominating committee.
B. The vice-president shall:
a. Act as aide to the president;
b. Perform the duties of the president in the absence or inability of that officer to serve;
c. Perform other delegated duties, as assigned.
C. The secretary shall:
a. Record and maintain the minutes of all meetings of the Organization;
b. Have a current copy of the bylaws;
c. Maintain a membership list, which shall include mailing address, property address and all contact info; and
d. Perform other delegated duties, as assigned.
D. The treasurer shall:
a. Have custody of all the funds of the Organization;
b. Serve as chair of the budget committee and prepare the budget for adoption;
c. Keep a full and accurate account of receipts and expenditures;
d. Verify that all cash/checks received are counted by two individuals;
e. Make the disbursements as authorized by the president, Board of Directors, or Organization in accordance with the budget adopted by the Organization;
f. Present a financial report at every business meeting
g. Perform other delegated duties, as assigned.
ARTICLE VII. BOARD OF DIRECTORS
A. The Board of Directors shall consist of twelve (12) (thirteen with a past president who serves one term) voting members and will be composed as follows:
1. The president, vice-president, treasurer, and secretary of the Organization.
2. The immediate past president of the Organization.
3. Eight (8) other members, all of whom shall serve for a term of two (2) years.
B. The president will be the Chairman of the Board of Directors who will preside at Board meetings and who will serve a term of two (2) years.
C. The Board of Directors shall act in accordance and compliance with Chapter 181, of the Wisconsin Statutes.
D. The Board of Directors, any, at its discretion, may remove any of its members from office by a two-thirds (2/3) vote at a regular or special Board meeting. A member of this Board may also resign his office by notifying, in writing, the president of this Organization at any time. Any and all vacancies occurring shall be filled by according to Article V, Section F.
E. The president may appoint such standing or special committees as he/she deems necessary so that the Board will fulfill its functions.
ARTICLE VIII. BOOKS, RECORDS, AND AUDIT
A. It shall be the duty and responsibility of the president of this Organization, through its treasurer and secretary, to insure that correct and complete books and records of account, and minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, are properly kept and safeguarded in accordance with Chapter 181 of the Wisconsin Statutes.
B. An auditing committee, appointed by the president of this Organization and consisting of three (3) members, (not including the officers) shall complete an annual audit before the end of the first quarter of the following year and report to the membership at the next business meeting in April.
ARTICLE IX. PROPERTY, EOUIPMENT, AND FUNDS
The Board of Directors shall establish and enforce through the president of the Organization certain policies whereby all property and equipment belonging to this Organization shall be safeguarded, maintained, and identified, so that this Organization will not suffer unnecessary loss. Funds of this Organization (with the exception of petty cash) shall be deposited to the credit of this Organization in such properly accredited State of Wisconsin financial institution(s) as the Board of Directors may select.
ARTICLE X. AMMENDINGS TO BYLAWS & ARTICLES OF INCORPORATION
The Articles of Incorporation may be amended as stated in Chapter 181 of the Wisconsin Statutes. The bylaws may be amended only by the members of this Organization and in the following manner:
A. The proposed amendment in writing, shall be read at a regular or special membership meeting and recorded by the secretary.
B. At the next or subsequent regular or special membership meeting, the proposed Amendment shall again be read and recorded, and a vote thereupon may be taken, as per Article II.
ARTICLE XI. COMMUNITY CENTER
A. The community center and pavilion shall be a non-smoking facility.
B. Use of community center property – no one but paid members, as per Article IV, may borrow anything from the community center. Also, members borrowing must sign the sign out sheet for articles taken.
ARTICLE XII. DISSOLUTION CLAUSE
The Tri Lakes Community Center may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a vote of the members. Upon dissolution or other termination of the Tri Lakes Community Center, all remaining assets of the Tri Lakes Community Center, after payment in full of all its debts, obligations, and necessary final expenses, or after making of adequate provision therefore, shall be distributed to such Organization as shall be chosen by the then existing Board of Directors of the Tri Lakes Community Center.