By Laws of the Brant Lake Improvement Association
Article I. Purpose
The Brant Lake Improvement Association (“Corporation” or “Association”) is a membership of individuals and organizations, dedicated to enhancing the quality of life, improving recreational opportunities, protecting the natural resources, and preserving commercial, private, and public investments, in and around the Brant Lake Area of South Dakota.
Article II. Membership
Section 1. Membership and Dues -- Individual
Individual membership in the Association is open to any person interested in Brant Lake and who has paid current year membership dues. All individual members have equal voting rights at all annual and special membership meetings. Annual membership dues for Individual Members shall be established by the Board of Directors. A family may join as one Individual Member; however, the family shall have only one vote. All adult members of the family would be eligible to hold an officer position and/or to serve as a member of the Board of Directors.
Section 2. Membership and Dues – Commercial
Commercial membership in the Association is open to any business interested in Brant Lake and/or interested in promoting commerce between or with Individual Members of the Association, and which has paid current membership dues. Commercial Members do not have voting rights at any annual and special membership meetings. Annual membership dues for Commercial Members shall be established by the Board of Directors.
Section 3. Annual Meeting.
The annual meeting of the members shall be convened at the discretion of the Board of Directors for the purpose of electing directors and officers, and for the transaction of such other association business as may be required.
Section 4. Special Meetings.
Special meetings of the membership, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than ten (10) percent of all the individual members of the corporation.
Section 5. Place of Meeting.
The Board of Directors or the President may designate any place within the State of South Dakota, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meetings called according to Article II of these By-Laws.
Section 6. Notice of Meeting.
Written or printed notice stating the place, day, and hour of the any meeting of the membership and, in case of a special meeting , the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting, either personally, by electronic email, or by U.S. Postal Service mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each member entitled to vote at such meeting. If mailed using the United States Postal Service, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member(s) at his/her address as it appears in the association’s records, with postage thereon prepaid. If electronically e-mailed, such notice shall be deemed to be delivered when transmitted to the e-mail address of the member(s) as it appears in the association’s records.
Section 7. Quorum
Fifteen (15) members shall constitute a quorum at a meeting of membership. If less than a quorum is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 8. Voting.
Unless otherwise provided by law, at any annual meeting or special meeting every individual member entitled to vote at such election shall have the right to vote in person.
Article III. Board of Directors
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its Board of Directors and/or the Executive Committee.
Section 2. Number, Election, Tenure, and Qualifications.
Notwithstanding the provisions of Section 2a, the Board of Directors shall consist of no less than twelve (12) and no more than twenty-four (24) members. Each Director shall be elected for a term of two years. One half of the Directors shall serve terms which expire in odd numbered years; one half of the Directors shall serve terms which expire in even numbered years. Directors may succeed themselves for unlimited successive terms in office. Directors must be Individual Members of the association in order to be elected to the Board of Directors. Each Director shall hold office until his/her successor shall have been duly elected and qualified.
Section 2a. Past Presidents Past Presidents of the Association shall serve as additional members of the Board of Directors after their official term(s) of office have expired. Past Presidents shall have the same voting rights, privileges, and responsibilities as other members of the Board. Past Presidents may excuse themselves from this privilege by notifying the Board of their desire to no longer serve; additionally, any Past President who fails to attend either an annual meeting or a regular meeting of the Board for a period of two (2) years shall forfeit their rights to serve on the Board. This provision is retroactive to all Past Presidents as of the passage of this section.
Section 3. Executive Committee.
The Executive Committee shall consist of the officers of the corporation: additionally, Past Presidents shall serve as ex officio members of the Executive Committee. The Executive Committee may act on behalf of the corporation in any matter when the Board of Directors is not in Session; it shall report, however, to the Board of Directors for its ratification or rejection of their action at the next regular or special meeting of the Board of Directors. Failure of the Board of Directors to ratify the actions of the Executive Committee will not constitute an overturning of the Executive Board’s decisions. The Executive Committee shall meet at the call of the President.
Section 4. Meetings.
The Board of Directors shall determine the time and place for the holding of regular meetings.
Section 5. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
Section 6. Notice.
Notice of any meeting of the Board of Directors shall be delivered personally, by electronic e-mail, or mailed via United States Postal Service to each director as individually requested by said director.
Section 7. Quorum.
Five (5) directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 8. Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 9. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors present at a regular or special meeting, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the number of active directors, up to the maximum of twenty-four (24) as provided in Article III of these By-Laws, may be filled by the Board of Directors at their discretion. The expiration dates of the terms of office for such newly filled directorships shall be staggered so as to keep one half of the terms of office of the total number of directorships expiring each year.
Section 10. Compensation.
Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Article IV. Officers
Section 1. Number.
The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The positions of Secretary and Treasurer may be held by the same person.
The President shall be nominated by a Nominating Committee appointed by the Board of Directors and shall be elected at the Annual Meeting. The remaining officers shall be elected by the Board of Directors; all officers other than the President must be current members of the Board of Directors.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the membership or to be elected by the Board of Directors shall be elected for one-year terms. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The President or any member of the Board of Directors may be removed by a majority vote of the Board of Directors or by a majority vote of the membership at an annual or special meeting for misfeasance, nonfeasance, or malfeasance in the execution of their duties.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President.
The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He/she shall, when present, preside at all meetings of the members, of the Executive Committee, and of the Board of Directors. The President He may sign, with the Secretary and/or Treasurer or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President.
In the absence of the President of in the event of the President’s death, inability or refusal 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
Section 7. Secretary
The Secretary shall...
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keep the minutes of the membership, of the Executive Committee, and of the Board of Directors’ meetings;
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see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
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be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized;
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keep a register of the contact information of each member which shall be furnished to the Secretary by such members;
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and, in general perform all duties incident to the office of Secretary.
Section 8. Treasurer
The Treasurer shall...
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if required by the Board of Directors, give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine, with the cost of such bond being reimbursed by the association;
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have charge and custody of and be responsible for all funds and securities of the corporation;
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receive and give receipts for moneys due and payable to the corporation from any source whatsoever,
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deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these bylaws;
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and, shall prepare regular balance sheet statements, income statements, and cash flow reports as requested by the President of the Board of Directors.
Article V. Contracts, Loans, Checks, and Deposits
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by an affirmative vote of the membership at an annual or special meeting of the membership. Such authority may be general or confined to specific instances.
Section 3. Checks, drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 5, Insurance and Bonds
The Board of Directors may purchase insurance and or bonds to cover the misfeasance, malfeasance, or nonfeasance of the directors and officers in the execution of their official duties.
Article VI. Certificates of Membership
Section 1. Certificates.
Certificates representing membership of the corporation shall be in such form as shall be determined by the Board of Directors.
Section 2. Transfer.
All membership shares are non-assignable and not transferable.
Article VII. Fiscal Year
The fiscal year of the corporation shall begin on the 1st day of May and end on the 30th day of April in each y
Article VIII. Dissolution
This corporation may hold all property of any nature and amount coming into its possession for the attainment of the purposes stated herein. In case of dissolution of this Corporation, all property owned by the Corporation, after payment of its just debts and obligations and the expenses of liquidations, shall be donated to any public benevolent or charitable organizations as determined by the Board of Directors or the membership, and shall not inure to the benefit of any private person or Corporation.
Article IX. Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal.”
Article X. Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XI. Amendments
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a majority vote of the members present at any annual membership meeting or at any special membership meeting when the proposed amendment has been set out in the notice of such meeting.
Article XII. Gender
In these By-Laws where appropriate, the masculine includes the feminine.
Amended: Annual Meeting / June 2006
Approved: Annual Meeting / May 2003