Constitution / Bylaws of
Lake Crookneck Improvement District (LCIA)

A Minnesota Nonprofit Corporation registered as a Minnesota Chapter 317A nonprofit Corporation.

July 24, 1980 – Amended June 19, 2013

CHARTER: The Lake Crookneck Improvement Association INC. (LCIA) functions as a steward of Lake Crookneck in regards to shore-line conservation, fish and wildlife management, water quality, invasive and non-invasive aquatic vegetation control, and community bonding and outreach.

PURPOSE:  To enhance the value of the environmental and recreational quality of Crookneck Lake and its surrounding lakeshore properties.

ARTICLE I - Offices

Section 1. Location: The principal office of the corporation shall be located in Minnesota. The registered office of the corporation required by Chapter 317A, Minnesota Statutes, to be maintained in Minnesota may be, but need not be, identical with the principal office in Minnesota, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - Membership

Section 1.  Qualifications: Membership to the corporation shall be open to the public; although focused towards Crookneck Lake property owners.

Section 2.  Membership Classes: There shall be one class of membership.

Active Members: Active members of the corporation shall be those persons who pay the annual membership fee to the corporation each year.  No individual shall hold more than one (1) membership.

Section 3.  Membership Fees/Dues: The Board of Directors may determine from time to time the amount and method of collection of the annual membership fees payable to the corporation by members.

Payment of the annual membership fee shall entitle a person to membership for the fiscal year of the corporation in which the payment is made. A member may not transfer a membership or a right arising from it.

Section 4. Resignation:  A member may resign at any time.  No reimbursement for paid membership fees will be made.

Section 5. Termination/Reinstatement: Membership in the corporation may be terminated or reinstated as follows:

  1. A. Membership in the corporation shall terminate at the end of the fiscal year of the corporation in which a member's annual membership fee is paid.
  2. B. Membership in the corporation may be terminated, on 30 days written notice, for nonpayment of the annual membership fee.
  3. C. A former member shall be reinstated to membership upon payment of the annual membership fee for the then current fiscal year of the corporation.

Section 6. Termination for Cause:  Membership in the corporation may be terminated by a two thirds vote of the Board of Directors for reasons consistent with the corporation's best interests. Termination of the membership shall not release said member from the obligation to pay all dues and other amounts owed to the end of the period of membership. An individual will be notified via written correspondence of the Board of Directors decision to terminate their membership due to the corporation’s best interest.

ARTICLE III - Board of Directors

Section 1. Board to Manage: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, subject to the rights of the members of the corporation as provided in these Bylaws or pursuant to Chapter 317A, Minnesota Statutes.

Section 2. Number, Qualifications and Terms: The Board of Directors shall consist of seven officers, two of whom are to be elected in a given year for a three year term, allowing the board membership to rotate in an orderly fashion with two officers coming on and two going off each year.  No director shall hold the same position for more than three terms.  The board will consist of a President, Treasurer, Secretary, and four members at large.

Section 3.  The Board of Directors:  Members will annually elect members to fill vacancies to the board.    The Board of Directors may, at its discretion, by affirmative vote of a majority of the Board of Directors, appoint an Executive Committee of the Board to act in its stead in emergencies.

Section 4. Quorum:  A majority of the members of the Board of Directors shall constitute a quorum for the transaction of the corporation business. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

Section 5.  Meetings:  Meetings of the Board of Directors shall be held at such time and place as may be fixed from time to time by resolution of the Board of Directors, or by call of the President. The Board of Directors shall hold its regular annual meeting prior to the annual meeting of the membership. Upon the written request of a quorum of board members or the President, the Secretary shall call a special meeting of the Board of Directors.

Section 6.  Notice:  Notice of any meeting shall be given at least five days prior thereto by written notice sent to each director at his or her last known mailing or email address, or at least 24 hours prior thereto by notice delivered personally. The notice need not state the purpose of the meeting.

Section 7.  Manner of Acting:  Except as otherwise provided in Minnesota Statutes, Chapter 317A, the Board of Directors shall take action by the affirmative vote of a majority of directors present at a duly held meeting.

Section 8. Resignation:  A director may resign from the board at any time by giving written notice to the corporation. The resignation shall be effective without acceptance when the notice is given to the corporation, unless a later effective time is specified in the notice.

Section 9. Removal:  Any board of the directors may be removed at any time by the affirmative vote of two thirds of the voting members eligible to elect the director(s) at an annual or special meeting.

Section 10. Vacancies:  Any vacancies occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office until a qualified successor is elected by the members at the next regular or special meeting of the members, or until his or her earlier death, resignation, removal or disqualification.

Section 11. Committees:  The Board of Directors may appoint committees, fill any vacancies or change the membership in committees. The Board may, by resolution, delegate such authority to the President. The Board of Directors shall have the power to abolish any committee.  All committees will be classified as “simple”; as such will function for the sole purpose to accomplish a given function for a limited duration of time.  Once a committee is formed it shall be provided a specific task by the board with a timeline for developing a proposal for approval by the board, followed by the association.  The board will determine the method for attaining approval to proceed from the association, i.e., annual meeting, special meeting, mailing, etc.

Section 12.  Budget:  The board will solicit recommendations from the membership for programs and/or projects for consideration as the board develops the annual budget.  The Board will develop a budget of common expenses for each fiscal year.  The proposed budget must be detailed, and must show the amounts budgeted by income and expense classifications.  The budget will be presented to the membership for approval at the annual meeting.

Section 13. Expenditure of Funds:  The Board of Directors may employ whatever personnel it deems necessary, and for which funds are available, to aid in the management and programs of the corporation and may authorize the expenditure of corporation funds in any other manner provided such actions are in the proper furtherance of the purpose of the corporation.

Section 14. Compensation for Directors and Officers:  Neither Directors nor officers shall receive compensation for their services as such or for any other services performed for the Association by an individual who also serves as a Director or Officer.  Directors and officers may be reimbursed for all actual and proper out-of-pocket expenses relating to the proper discharge of their respective duties.

ARTICLE IV - Officers

Section 1. President:  The President shall preside at all meetings of the corporation and of its Board of Directors, shall oversee and coordinate such committees as are authorized by the Board of Directors, shall be a member ex officio of all such committees and shall carryon other responsibilities as assigned by him/her by the Bylaws and by the Board of Directors. The President shall have the authority to sign and deliver in the name of the corporation any deeds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles or these Bylaws or by the Board of Directors to some other officer or agent of the corporation.

Section 2. Secretary:  The Secretary shall keep all corporation records, except financial records, including minutes of meetings, roster of members, list of committees and their members. He or she shall also send out notices of meetings, receive applications for memberships, and discharge all of the usual secretarial functions of the office required herein or by the Board of Directors. The Secretary shall also maintain a permanent mailing address for the corporation and direct incoming correspondence to the appropriate address.

Section 3. Treasurer:  The Treasurer shall keep all financial records of the corporation and have charge of its funds. He/she shall keep all of the corporation's funds in the bank approved by the Board of Directors and in the name of the corporation and shall disburse such funds of the corporation under the direction of the Board of Directors. Withdrawals shall be made by checks signed in such manner as may be approved from time to time by the Board of Directors.  A Treasurer's Report shall be prepared for each Board meeting and submitted at the annual meeting.  The Treasurer shall prepare and submit annual tax and Minnesota Secretary of State annual renewal of non-profit incorporation filings.

Section 4. Other Duties:  All officers shall have such other powers and duties as are required by law or may act in the absence of a fellow officer as directed by the board.

ARTICLE V - 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.

ARTICLE VI - Meetings

Section 1. Annual Meetings:  The annual meeting of the members of the corporation shall be held at such time and place as designated by the Board of Directors.

Section 2. Regular Meetings:  Regular meetings of the members of the corporation shall be held at such time and place fixed by resolution at the previous meeting or as designated by the President or by the Board of Directors.

Section 3. Special Meetings:  Special meetings of the corporation may be called by the Board of Directors, or by the President or by any group of the majority of active members by giving adequate written notice of the time, place and purpose for such special meeting.

Section 4. Notice:  Written notices of the time and place of the annual and all other meetings of the membership shall be prepared and distributed to the membership by the Secretary.  Notice of the annual meeting will be distributed no latter than fourteen (14) days prior to the meeting.

Section 5. Quorum:  Ten percent of the total number of members entitled to vote at the meeting shall constitute a quorum for the transaction of business.  Any formal action taken at any meeting of the membership shall require a majority vote of those active members present.

Section 6. Voting Guidelines:  Active members current on their annual membership dues are eligible to cast one vote per membership dues paid.

Section 7.  Format:  Parliamentary procedure will be used at all meetings following Roberts Rule of Order.

Section 8.  Minutes:  Minutes of the meetings of the owners, and of the Board, shall be kept in a businesslike manner, available for inspection by owners or their authorized representative’s at all reasonable times, and for at least seven (7) years after the meeting.  Minutes must be reduced to written form after the meeting at which they were taken.

ARTICLE VII - Election Procedures

Candidates for all offices shall be selected by open nominations at the annual meeting. Voting shall be by written or voice ballot following the nominating process. Active members current on their annual membership dues are eligible to cast one vote per membership dues paid.

ARTICLE VIII - Amendment

These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two thirds of the active members of the corporation at the annual membership meeting, or by the affirmative vote of two thirds of the active members of the corporation by mail ballot or in such other form as may be approved by the Board of Directors.  The deadline for submitting a proposed amendment shall be no later than 60 days prior to the annual meeting.  Proposed amendments shall be submitted to a Board of Director officer.

ARTICLE IX - Indemnification

The corporation shall indemnify a person made or threatened to be made a party to a proceeding by reasons of the former or present official capacity of the person with the corporation in accordance with, and to the fullest extent provided by, the provisions of Chapter 317A, Minnesota Statutes.

ARTICLE X - Dissolution

Following ratification of a vote for dissolution following established voting guidelines the LCIA will cease to exist and any remaining proceeds in the LCIA accounts will be donated to a Minnesota non-profit organization selected by the Board of Directors.  The motion for dissolution will be conditional.  The first motion shall call for all remaining funds following a set period of time required to close out the LCIA bank account, file and required documents, and pay off debts will be donated to the following non-profit association contingent upon the secondary motion receiving approval to dissolve the LCIA.

ARTICLE XI - Seal

The corporation shall have no corporate seal.

ARTICLE XII – Governing Law

The corporation has been formed under and pursuant to the provisions of Chapter 317A, Minnesota Statutes. All references in these Bylaws to Chapter 317A, Minnesota Statutes, shall mean and include such chapter as currently enacted or hereafter amended.

CERTIFICATION

The undersigned Secretary of the corporation hereby certificates that the foregoing Bylaws of the corporation were adopted by the members and directors of the corporation at a meeting held on July 6, 2013.

John Parker, Secretary