Hamlin Lake Preservation Society

Protecting Hamlin Lake for Future Generations 

BYLAWS OF

HAMLIN LAKE PRESERVATION SOCIETY

Adopted July 26, 1997 and as amended August 8, 2008

I. Corporation

A. NAME. The name of the corporation is Hamlin Lake Preservation Society and may also be known herein as HLPS.

B. PLACES OF BUSINESS. Hamlin Lake Preservation Society shall have its principal place of business at its registered office in Hamlin Township, Mason County, Michigan.

C. PURPOSES. The purposes for which Hamlin Lake Preservation Society is organized are as follows: 

1. To educate the general public, riparian owners, and other users of Hamlin Lake on water quality, safety, surface use, air quality, ecology, vegetation, wildlife, and other natural resources of  Hamlin Lake and the environment.

2. To perform scientific tests on the water in Hamlin Lake, its connecting lakes and streams, and  its watershed, and to generate and publish information thereon, and to take actions and  encourage others to take actions which will preserve and promote the cleanliness and purity of the water therein.

3. To cooperate and promote cooperation with the Michigan Department of Natural Resources, the Michigan Department of Environmental Quality, the Michigan Department of Health, the Michigan Water Resources Commission, universities, schools, research organizations, and other governmental agencies and governmental bodies, in order to promote and achieve the other purposes of Hamlin Lake Preservation Society as set forth herein. 

4. To educate the general public, users, and potential developers of land around Hamlin Lake so as to avoid over development from pollution, impairment or destruction for the benefit of the general public and users of Hamlin Lake.

5. To educate the general public, riparian owners and other users of Hamlin Lake on the ways and means to protect the air, water, forests, vegetation, dunes, wildlife, and other natural resources of Hamlin Lake and the environment from pollution, impairment, or destruction for the benefit of the general public and the users of Hamlin Lake.

6. To educate the general public, riparian owners, and other users of Hamlin Lake on the ways  and means to support issues which concern the welfare and protection of Hamlin Lake and the  environment for the benefit of the general public and the users of Hamlin Lake.

7. To disseminate to the general public, riparian owners, and other users of Hamlin Lake recommendations intended to preserve and improve the quality of Hamlin Lake and the environment for recreation, resort, and related uses by the general public and users of Hamlin Lake.

8. To educate the general public, riparian owners, and other users of Hamlin Lake on the ways  and means to promote the general welfare, health, and safety in regard to the use of Hamlin  Lake by the general public and users of Hamlin Lake.

9. In general to exercise any, all, and every power in connection with the aforesaid purposes for  which a nonprofit corporation under the provisions of the Michigan Nonprofit Corporations Act  can be authorized to exercise.

10. All the foregoing purposes are subject to the provisions of paragraph I, D below.

D. NONPROFIT OPERATION. Hamlin Lake Preservation Society shall be operated exclusively for  the purposes within the meaning of Section 501(a) and Section 501(c)(3) of the Internal Revenue Code as a nonprofit corporation. No part of the net earnings of HLPS shall inure to the benefit of, or be distributed to, its members, Directors, officers, or other private persons, except that HLPS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No  substantial part of the activities of HLPS shall be carrying out propaganda, or otherwise  attempting to influence legislation, and HLPS shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to  any candidate for public office. Notwithstanding any other provision of the Bylaws, HLPS shall not carry on any other activities not permitted to be carried on by a corporation exempt from  Federal income tax under Section 501(c)(3) or by a corporation, contributions to which are deducted under Section 170(c)(2) of the Internal Revenue Code of 1986.

II. MEMBERSHIP

A. MEMBERSHIP. Membership in Hamlin Lake Preservation Society shall be open to the general public, riparian property owners on the lake, persons who own property with legal access to  the lake, and other users of the lake who support the purposes of HLPS. The Board of Directors may adopt reasonable rules for the admission, retention, and expulsion of members. Such rules shall be consistent with the purposes of HLPS and other provisions of these Bylaws and the Articles of Incorporation and shall be equally enforced as to all members.

B. PLACE OF MEETINGS. Annual and special meetings of members shall be held at such places as shall be determined by the members, by the Board of Directors, or the President and stated in the notice of the meeting.

C. ANNUAL MEETING. The annual meeting of the members of Hamlin Lake Preservation Society for  election of Directors and for such other business as may come before the meeting shall be held on such date and hour in June, July, or August as shall be determined by the Board of  Directors. If for any reason the annual meeting is not held in any year, any business that could have been conducted at an annual meeting may be conducted at any subsequent special or annual meeting or by consent resolution.

D. SPECIAL MEETINGS. Special meetings of the members may be called by the Board of Directors or the President and shall be called by the President at the written request of any ten (10) members. No business may be transacted at a special meeting except the business specified in the notice of the meeting.

E. NOTICE OF MEETINGS OF MEMBERS. Except as otherwise provided by statute, written notice of  the time, place, and purposes of each meeting of the members shall be given not less than thirty (30) days before the date of the meeting to each member by mailing such notice to each member at the address designated by the member for such purpose. No notice need be given  of an adjourned meeting of the members provided the time and place to which such meeting is  adjourned are announced at the meeting at which the adjournment is taken.

F. WAIVER OF NOTICE OF MEETING. Notice of any annual meeting or special meeting of the members may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of notice of the meeting.

G. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at an annual or special meeting of the members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by not less than ten percent (10%) of the members entitled to vote thereon. Said written consents shall be filed with the minutes of the proceeding of the members and shall have the same effect as a vote of  the members for all purposes.

H. QUORUM. Not less than ten percent (10%) of the members, present in person or by proxy, shall constitute a quorum for the transaction of business at an annual or special meeting of the members. Voting members shall register with the Secretary immediately prior to any regular or special meeting. A meeting may be adjourned without a quorum of members being present.

III. BOARD OF DIRECTORS

A. BOARD OF DIRECTORS. The business and affairs of Hamlin Lake Preservation Society shall be managed by a Board of Directors which is the governing body of HLPS. The Board shall meet as often as necessary to conduct the business of HLPS, but at least annually.

B. NUMBER AND SELECTION OF DIRECTORS. The Board of Directors shall consist of not less than ten (10) or more than fifteen (15) persons, as the membership determines. Directors shall be elected by the membership at its annual meeting and vacancies shall be filled in the manner specified in Section D below. Directors (other than those elected to fill vacancies) shall serve for two (2) year terms. Directors shall be eligible for reelection.

C. REMOVAL. Any Director may be removed from office with or without cause at any annual or special meeting of the members by an affirmative vote of a majority of the members then serving.

D. VACANCIES. Vacancies occurring in the Board of Directors by reason of death, resignation, removal, or other inability to serve shall be filled by the affirmative vote of a majority of the remaining Directors. A Director elected by the Board to fill a vacancy shall serve until the next annual meeting of the membership. At such annual meeting, the members shall elect a person to the Board who shall serve for the remaining portion of the term.

E. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at  such times and places as the Directors may determine at a prior meeting or as shall be directed or approved by the vote or written consent of a majority of the Directors. Special meetings of the Board may be called by the President or the Secretary, and shall be called by the President or the Secretary upon the written request of any five (5) Directors.

F. NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS. Notice of the time and place of all  meetings of the Board of Directors shall be given to each Director at least ten (10) days before the date of the meeting either personally or by mailing such notice to each Director at the  address designated by the Director for such purposes. Notice of any meeting of the Board may be waived in writing before or after the meeting.

G. ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of the Board of  Directors or a committee thereof may be taken without a meeting, without prior notice and  without a vote, if a majority of the Directors or committee members entitled to vote thereon consent in writing. Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

H. QUORUM AND VOTING REQUIREMENTS. A majority of the Directors then in office and a majority  of any committee appointed by the Board of Directors constitutes a quorum for the transaction of business. The vote of a majority of the Directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these Bylaws, or the Articles of  Incorporation. A member of the Board or of a committee may participate in a meeting by  conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.

I. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall have charge, control, and management of the business, property, personnel, affairs, and funds of Hamlin Lake  Preservation Society and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the State of Michigan.

J. COMPENSATION. Directors shall receive no compensation for their services on the Board of Directors.

K. EXECUTION OF CONVEYANCES, MORTGAGES, AND CONTRACTS. The Board of Directors  may in any instance designate one or more officers, agents, or employees to execute any  contract, conveyance, mortgage, or other instrument on behalf of Hamlin Lake Preservation  Society. The Board may also ratify any execution.

IV. OFFICERS

A. OFFICERS. The officers shall be a President, a Vice President(s), a Secretary, and a Treasurer.  There may also be one or more assistant officers as the Board of Directors deems appropriate.

B. ELECTION AND TERM OF OFFICE. All officers shall be elected for a term of two (2) years (or until their successors have been elected) by the Board of Directors at its first meeting following the annual meeting. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two (2) or more officers.

C. REMOVAL. Any officer may be removed with or without cause by the vote of a majority of the Directors then in office at any regular or special meeting of the Board of Directors.

D. VACANCIES. In the event of the death, resignation, removal, or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.

E. PRESIDENT. The President, who shall be a member of the Board of Directors, shall be the chief executive officer of Hamlin Lake Preservation Society and shall preside at all meetings of the members and of the Board.

F. VICE PRESIDENTS. There may be one or more Vice Presidents who shall be member(s) of the  Board of Directors and have such duties as determined by the Board or the President. When Vice Presidents have been elected, one or more such Vice Presidents shall be designated who  shall perform the duties of the President in the President’s absence.

G. SECRETARY. The Secretary, who shall be a member of the Board of Directors, shall send or cause to be sent all required notices of meetings of the Board, shall receive and attend to all correspondence of the Board, shall have custody of all documents belonging to Hamlin Lake Preservation Society (except as otherwise provided in these Bylaws) and of the corporation seal (if any), and shall perform other such duties as usually pertain to the office or as shall be determined by the Board.

H. TREASURER. The Treasurer, who shall be a member of the Board of Directors, shall have charge of the funds of Hamlin Lake Preservation Society, except for such funds as the Board may designate, shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions HLPS, and shall render reports as requested by the Board of his or her activities and the financial condition of HLPS. All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board.

V. MISCELLANEOUS

A. COMMITTEES. The Board of Directors may establish such standing or special committees as it shall deem appropriate and shall define the powers and responsibilities of such committees.

B. AMENDMENTS. These Bylaws may be amended at any meeting of the membership provided a summary of the changes to be effected is given to each member entitled to vote at least thirty (30) days prior to the meeting called to consider the revisions.

ADOPTED July 26, 1997

AMENDED August 8, 2008