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Bylaws

 

ARTICLE ONE – NAME

The name of the corporation shall be Friends of Scenic Lodi Valley, Inc. (the “Corporation”).

ARTICLE TWO – PURPOSE

The Corporation is organized and will be operated exclusively for charitable, scientific and educational purposes. The members of the Corporation are a diverse group of caring people offering their experience, talent, skills and time to the community, in the interest of preserving and promoting the special qualities of life in the Lodi Valley. Land use, geographical features, environmental quality, and historical heritage are factors which define our way of life and our identity in the Lodi Valley. The Corporation is dedicated toward preserving and restoring the natural resources in the Lodi Valley through scientific study, education, and hard work. The Corporation is also dedicated to improving accessibility to said resources and maintenance thereof.

The Corporation has, as one of its specific purposes, the mission of providing support to the area known as the Lodi Marsh and Wildlife Area, owned by the State of Wisconsin.

ARTICLE THREE – MEMBERSHIP

Section 1: Members
The members of the Corporation shall consist of those individuals or corporations who fulfill the qualifications for membership which are established by the board of directors of the Corporation. The board of directors shall determine the number and type of classes of members.

Section 2: Eligibility
Any individuals or nonprofit corporations who desire to support the purpose of the Corporation shall be eligible to apply for membership. Each member shall be entitled to all services of the Corporation regardless of the amount of investment.

Section 3: Dues
The board of directors may require payment of dues as a qualification of membership in such amounts as may be necessary to carry on the affairs of the Corporation. Dues imposed are payable each year no later than March 1st.

Section 4: Period of Membership
The period of membership shall be one year, commencing January 1st and ending December 31st.

Section 5: Resignation
Any member may resign at any time by delivering to the board of directors or the president of the Corporation a written resignation. Dues paid for the remaining portion of the membership year shall be forfeited.

Section 6: Removal of Members and Directors
Any member or director may be removed from membership or office for failure to pay dues when due, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, for refusal to render reasonable assistance in carrying out its purpose, for failing to meet membership requirements or, in the case of a director, for the failure to attend three consecutive meetings of the board of directors. Any such member or director poroposed to be removed, with the exception of a member removed for failure to pay dues, shall be entitled to at least five days notice in writing by first class mail of the meeting at which such removal is to be voted on and shall be entitled to appear before and be heard at such meeting. If removed from membership, dues paid for the remaining portion of the membership year shall be forfeited.

Section 7: Annual Meeting
The annual meeting of the members, held for the purpose of electing directors and transacting other business, shall be held at the principal office of the Corporation or at another location designated by the board of directors during the month of September. The date and time of the meeting shall be determined by the board of directors.

Section 8: Notice of Annual Meeting
Notice of the place, date, hour and purpose of the annual meeting shall be given, either personally or by first class mail, to each member of record entitled to vote at the meeting, not less than 10 nor more than 50 days prior to the date of the meeting. If mailed, such notice is given when deposited in the United States mail, with postage prepaid, directed to the member at the address appearing on the record of members, unless a written statement shall have been filed with the secretary of the Corporation requesting that notices be mailed to some other address, in which case it shall be mailed to the other address so designated.

Section 9: Special Meetings
Special meetings of the members, other than a special meeting for the election of directors, may be called at any time by at least three of the directors or the president, and shall be called by the secretary on receipt of a written request from 51% of the members of the Corporation entitled to vote at such meeting or 30 members of the Corporation entitled to vote at such meeting, whichever is less.

Section 10: Notice of Special Meeting
Notice of a special meeting shall state the place, date, hour and purpose of the meeting, and at whose direction the notice is issued. The notice shall be given personally or by first class mail, to each member of record entitled to vote at the meeting, not less than 10 nor more than 50 days prior to the date of the meeting. If mailed, such notice is given when deposited in the United States mail, with postage prepaid, directed to the member at the address appearing on the record of members, unless a written statement shall have been filed with the secretary of the Corporation requesting that notices be mailed to some other address, in which case it shall be mailed to the other address so designated. No other business except that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Section 11: Waiver of Notice
Notice of Meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, either before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice.

Section 12: List of members
A list of members as of the record date, certified by the corporate officer responsible for its preparation, shall be produced at any meeting of the members upon the request of any member made prior to or at the meeting. If the member’s right to vote at any meeting is challenged, the person presiding at the meeting shall require that such list of members be produced as evidence of the right of the person challenged to vote at such meeting, and all persons who appear from such list to be members entitled to vote at the meeting may then vote.

Section 13: Quorum
At any meeting of members of the Corporation the presence of 30 members entitled to vote at the meeting, or 51% of the members entitled to vote at the meeting, whichever is less, in person or by proxy, shall be necessary to constitute a quorum for all purposes except as otherwise provided by law.

Section 14: Voting
At every meeting of the members each member shall be entitled to vote in person or by proxy duly appointed by instrument in writing which is signed by such member. No proxy shall be valid after the expiration of 11 months from the date of the proxy unless otherwise provided in the proxy. Each member of the Corporation shall be entitled to one vote, regardless of whether that member is an individual or an organization. A member organization shall designate an individual to cast its one vote.

The vote for directors and, upon the demand of any member, the vote upon any question before the meeting, shall be by ballot. All questions shall be decided by a majority vote of the members present, in person or by proxy, which vote shall be the act of the full membership except as may be otherwise specifically provided by law or by these bylaws.

Section 15: Conduct of Meetings
Meetings of members shall be presided over by the president of the Corporation, or if the president is absent, by the vice-president. If both the president and vice-president are absent, the meeting shall be presided over by a chairperson chosen at the meeting. The secretary of the Corporation, if present, shall act as secretary of the meeting. If the secretary is absent, the secretary of the meeting shall be chosen at the meeting.

Section 16: Compensation and Expenses
Members shall not receive any stated salary for their services as such. The board of directors shall have the power, in its discretion, to contract for and to pay to members who render unusual or special services to the Corporation special compensation appropriate to the value of such services.

ARTICLE FOUR – DIRECTORS

Section 1: Number and Term
The business of the Corporation shall be managed and controlled by its board of directors, which shall consist of at least four but no more than 20 members. The number of members of the board of directors, within the minimum and maximum limitation as provided in this article, may be increased or decreased by a vote of a majority of all directors. The term of all directors is to be one year, from January 1st through December 31st.

Section 2: Nominations
By July 1st, the president shall appoint a nominating committee which shall be responsible for selecting candidates for election to the board of directors. The committee shall consist of at least one director and two members in good standing. By the August meeting of the board of directors, the nominating committee shall have submitted its list of candidates for approval. Any member in good standing not nominated by the committee may file a nominating petition signed by at least five members of the Corporation entitled to vote at the meeting held for the election of directors. The petition must be filed with the secretary of the Corporation at least 20 days before the election. At the annual meeting the committee shall submit its list of candidates. In addition to those candidates selected by the nominating committee or who have submitted a nominating petition, other candidates may be nominated at the annual meeting by any member of the Corporation in good standing.

Section 3: Resignation
Any director may resign at any time by giving written notice of such resignation to the board of directors.

Section 4: Annual Meeting of Directors
The annual meeting of the directors shall occur at least once each year within 60 days immediately following the annual meeting of the members.

Section 5: Regular Meetings
The board of directors shall meet at least nine times each year, at such places, as it may from time to time determine.

Section 6: Special Meetings
Special meetings of the board of directors may be called, upon notice, at any time by the president or secretary on the written request of two directors.

Section 7: Notice of meetings
Notice of all meetings of the board of directors, except as otherwise provided in these bylaws, shall be given by first class mail at least 15 days prior to the meeting, or by telegraphing or telephoning such notice at least three days prior to the meeting, or by personal delivery at least 3 days prior to the meeting, but such notice may be waived by any director. No notice need be given to any director who attends a meeting without protesting, either prior to or at the commencement of the meeting, lack of notice to him or her. At any meeting at which the director shall be present, even though without notice or waiver of notice, any business may be transacted.

Section 8: Quorum
At all meeting of the board of directors a majority of all directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as otherwise provided be law or by these bylaws. The absence of a director at a meeting shall constitute a waiver of all objections to any action taken by the board of directors at such meeting provided that notice to that director has been given, if required.

Section 9: Chairperson
At all meetings of the board of directors the president of the Corporation, or in his or her absence the vice-president, shall preside. If neither of them is present, the meeting shall be presided over by a chairperson chosen at the meeting.

Section 10: Action taken without a meeting.
Any action required or permitted to be taken by the board of directors or any committee thereof may be taken without a meeting if all members of the board or committee consent in writing to authorize such action.

Section 11: Interested directors and officers
The directors and officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as directors, or as agents for other persons or Corporations, or may be interested in the same matters as directors or otherwise; provided, however, that any contract, transaction or act for and on behalf of the Corporation in which the director officer is personally interested as a stockholder, director or otherwise shall be at arms length and not violative of the proscriptions contained in the certificate of incorporation against the Corporation’s use or application of its assets, income or profit for private benefit; and provided further that no contract, transaction or act shall be taken for and on behalf of the Corporation if such contract, transaction or act is a prohibited transaction or would result in the denial of tax exempt status under the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the directors or officers be obligated to inquire into the authority if the directors or officers to enter into and consummate any contract, transaction or other action.

Section 12: Compensation and expenses
Directors shall not receive any stated salary for their services as such. The board of directors shall have the power, in its discretion, to contract for and to pay to directors who render unusual or special services to the Corporation special compensation appropriate to the value of such services.

Section 13: Powers
All of the Corporation’s powers, except such as are otherwise provided for in these bylaws and the laws of the State of Wisconsin, shall be exercised by the board of directors. The board of directors may, by general resolution, appoint committees and delegate to them or to officers of the Corporation such powers as they may see fit.

ARTICLE FIVE – OFFICERS

Section 1: Election
The officers of the Corporation shall be the president, vice-president, secretary, treasurer and such other officers, with such powers and duties as may be appointed and determined by the board of directors. Any two offices, except those if president and secretary, may be held by the same person. The officers shall be appointed annually by the board of directors at their annual meeting from among their number. An officer shall serve in such capacity for the ensuing year and until a successor has been elected and qualified.

Section 2: Vacancies
In case any office becomes vacant by reason of death, resignation, retirement, disqualification or any cause, the directors then in office, regardless of their number, may appoint an officer to fill such a vacancy, and the officer so appointed shall hold office for the unexpired portion of the term and until a successor has been elected and qualified.

Section 3: President
The president shall be the chief executive officer of the Corporation and shall preside at all meetings of the board of directors. The president shall have and exercise general charge and supervision of the affairs of the Corporation and shall have active management of the business of the Corporation. The president shall see all resolutions of the board of directors are carried out. The president shall execute bonds and other contracts, except where the signing and execution shall be expressly delegated by the board of directors to some other officer , committee or agent of the Corporation. The president shall have such other powers and duties as may be assigned by the board of directors.

Section 4: Vice-president
In the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president shall perform the duties of that office. The vice-president shall have such other powers and duties as may be assigned by the board of directors.

Section 5: Secretary
The secretary shall have charge of such books, documents and papers as the board of directors may determine, and shall have custody of the corporate seal. The secretary shall attend and keep the minutes of all meetings of the board of directors and shall file all minutes in the permanent records of the Corporation. The secretary or designated representative shall give notice of all meetings, special or regular. When authorized by the board of directors, the secretary shall affix the seal of the Corporation to any instrument requiring it and attest to this action by his or her signature. The secretary or designated representative shall keep a membership roll containing the names of all persons who are members of the Corporation, showing their place of residence. The secretary shall have such other powers and duties as may be assigned by the board of directors.

Section 6: Treasurer
The treasurer shall have the custody of all funds, property and securities of the Corporation subject to such regulations as may be imposed by the board of directors. The treasurer may be required to give a bond in such sum and with such sureties as the board of directors may require. When necessary or proper, the treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depository as the board of directors may designate. The treasurer shall sign all receipts and vouchers and, together with such officer or officers, if any, as shall be designated by the board of directors, shall sign all checks of the Corporation and all bills of exchange and promissory notes issued by the Corporation, except in cases where their signing and execution shall be expressly designated by the board of directors or these bylaws to some other officer of agent of the Corporation, either in lieu of or in addition to the signature of the treasurer. The treasurer shall make such payments as may be necessary or proper to be made on behalf of the Corporation, and shall enter regularly on the books of the Corporation a full and accurate account of all monies and obligations received and paid or incurred for or on account of the Corporation. In general, the treasurer shall perform all the duties incident to the office of treasurer, and shall have such other powers and duties as may be assigned by the board of directors.

Section 7: Removal
Any officer may be removed from office, with or without cause, by the board of directors. Any officer proposed to be removed shall be entitled to at least five days notice in writing by first class mail of the meeting of the board of directors at which such removal is to be voted on and shall be entitled to appear before and be heard by the board of directors at such meeting.

ARTICLE SIX – AGENTS AND REPRESENTATIVES

The board of directors may appoint such agents and representatives with such powers and to have such duties and to perform such acts on behalf of the Corporation as the board may see fit, provided that any such appointment shall be consistent with these bylaws and authorized or permitted by law.

ARTICLE SEVEN – ANNUAL REPORT

(a) The board of directors shall present at the annual meeting of members a report, verified by the president and treasurer, or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the board, showing in appropriate detail the following:

1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the 12-month Fiscal Period preceding said meeting;

2. The principal changes in assets and liabilities, including trust funds, during the Fiscal Period;

3. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the Fiscal Period;

4. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the Fiscal Period; and

5. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during the Fiscal Period, and a statement of the place where the names and places of residence of the current members may be found.

(b) The annual report of the board of directors shall be filed with the records of the Corporation and either a copy or an abstract of the report shall be entered in the minutes of the proceedings of the annual meeting of members.

ARTICLE EIGHT – COMMITTEES

The board of directors may appoint committees (which may include advisory boards). Each committee shall consist of three or more individuals, at least one of whom is also a director, and all of whom shall serve at the pleasure of the board. The president shall appoint a chairperson of each committee, who must also be a director. Any such committee shall have the full authority to conduct the business of that committee, subject to review and approval of the board of directors. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if all members of the committee consent in writing to the proposed action. The members of any committee shall not receive any stated salary for their services as such. The board of directors shall have the power, in its discretion, to contract for and to pay to any member of a committee who renders unusual or special services to the Corporation special compensation appropriate to the value of such services.

ARTICLE NINE – PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No member, director, officer, employee or member of any committee or person otherwise connected with the Corporation or any other private individual or Corporation shall receive at any time any of the assets, income or profit of the Corporation; provided, however, that this shall not prevent the payment to any person of such reasonable compensation for unusual or special services rendered to or for the Corporation.

ARTICLE ELEVEN – EXEMPT ACTIVITIES

Notwithstanding any other provision of the bylaws, no director, officer, employee or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by any Corporation exempt under 26 USCA Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

ARTICLE TWELVE – FINANCE

Section 1: Funds
All monies paid to the Corporation shall be put into a general operating fund and into financial institutions or invested at the will of the board of directors.

Section 2: Disbursements
Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget. All disbursements shall have prior approval of the board of directors.

Section 3: Fiscal Year
The fiscal year of the Corporation shall run from January 1st through December 31st.

Section 4: Budget
The board of directors shall adopt the budget for the coming year by October 31st.

Section 5: Accounting
The accounts of the Friends shall be audited annually by the Board of Directors or a qualified accountant by December 31st.

Section 6: Dissolution
In the event of the dissolution of the Corporation, all assets shall be donated to the Lodi Woman’s Club Library to fund environmental education activities, except that those assets designated for support of the Lodi Marsh and Wildlife Area shall be donated to the State of Wisconsin for support of said area.

ARTICLE THIRTEEN – INDEMNIFICATION

The Corporation shall indemnify any person made or threatened to be made a party to an action or proceeding by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation, and any director or officer of the Corporation who served any other company in any capacity at the request of the Corporation, in the manner and to the maximum extent permitted by Wisconsin law, as now existing and as amended from time to time. In addition, the Corporation may indemnify and advance expenses to such persons to an extent greater than provided by Wisconsin law if authorized by a resolution of the members or a resolution of the board of directors, or an agreement providing for such indemnification.

The Corporation may, in the discretion of the board of directors, indemnify all corporate personnel, other than directors and officers, in the same manner and to the same extent as any officer or director.

ARTICLE FOURTEEN – AMENDMENT

Bylaws of the Corporation may be adopted, altered, amended or repealed by the members or by the board of directors, but any bylaw adopted, amended or repealed by the board may be amended by the members.

ARTICLE FIFTEEN – PARLIAMENTARY PROCEDURE

The most current edition of Roberts Rules of Order shall be the authority in all questions of parliamentary procedure, except where Roberts Rules of Order conflict with the bylaws or articles of incorporation, in which case the bylaws or articles of incorporation shall take precedence.