Hamlin Lake Preservation Society
Protecting Hamlin Lake for Future Generations |
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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 |
Hamlin Lake Preservation Society, PO Box 178, Ludington, MI 49431 |