BLACK LAKE PRESERVATION SOCIETY (BLPS) BYLAWS
Adopted August 1, 2016
The Black Lake Preservation Society (BLPS) is a non-profit Michigan Corporation formed pursuant to the provisions of Act 162 of the Public Acts of Michigan of 1982. The Corporation is an Exempt Corporation under Section 501 (c) (3) of the Internal Revenue Code of 1954 and upon dissolution of said Corporation any remaining assets will be distributed to one or more organizations likewise exempt under 501 (c) (3) of the Code.
Article I – Purpose
The purpose of the BLPS shall be to represent the best interests of its members, as shall be determined by the Board of Directors, toward the pursuit of practical lake management to protect and preserve the natural character and water quality of Black Lake and its surrounding watershed.
Article II – Membership
Section 1 Membership
Any person(s), businesses or other organizations concerned with advancing the Purpose of the BLPS shall be eligible for membership.
Section 2 Membership Duration
Those eligible persons, businesses or other organizations who apply for Membership and whose membership dues for the calendar year beginning January 1 are accepted by the Board of Directors during the year shall be Members of the BLPS for that calendar year ending December 31.
Section 3 Membership Fees
The Board of Directors is empowered to fix the amount of the annual membership fee(s). Such fees can be the same for all classes of membership or can be different for individuals, businesses or other organizations.
Section 4 Dispensation of Member Fees
The Board shall have the discretion to spend the monies collected as membership fees during the calendar year in which they were collected in any manner that is consistent with the non-profit purpose of the BLPS, as stated in Article I of these bylaws. At the end of each calendar year, the Board shall deposit membership fees collected but unspent during the calendar year along with all other monies collected by the BLPS into “reserve accounts” that will show as equity accounts on the organization’s balance sheet. The funds in such a reserve account may accumulate over a number of years and those funds shall be spent only for a designated purpose, as proposed by the Board and explicitly determined by a majority vote of the membership. The designated purpose of a reserve account must be consistent with the stated non-profit purpose of the BLPS. Each reserve account shall be named in a way that plainly shows its designated purpose (e.g., the "water quality study fund"). The Board may seek and accept targeted contributions to be deposited in any reserve account after the account has been established by a majority vote of the membership. The Board has the discretion to spend all or part of the funds from a reserve account, but only in a manner that is clearly consistent with the designated purpose of the account. The Board must obtain the approval of at least two-thirds of the membership before it may reallocate funds between reserve accounts or use any funds from a reserve account for a different purpose than that which was determined by the membership when the account was established.
Section 5 Membership Renewal
All Members will be notified by mail or electronically not later than December 31 to renew their membership for the ensuing calendar year. The BLPS will solicit membership renewals at least once in each calendar year.
Article III – Board of Directors
Section 1 Composition and Meetings
The Board of Directors shall be composed of not more than 12 persons who shall be at least 21 years of age or older and be BLPS Members in good standing. Members in good standing are those who have paid currently their membership fee. The Board shall meet not less than three times in any calendar year and such meetings may be held in person or electronically. The President shall be responsible for setting the time and place for Directors Meetings.
Section 2 Directors’ Term of Office
The Directors shall be elected at the Annual Membership Meeting with their term of office beginning on January 1 of the next calendar year. The Directors terms of office shall be for three years, and any director may serve up to three consecutive terms.
Section 3 Election Procedure
The Board Development Committee shall be responsible to present to the Board of Directors a list of names of qualified candidates for election or reelection to the Board at least two weeks prior to the Annual Membership Meeting. The Board will present their names at the Annual Membership Meeting for election to the Board by the Members. Members may also decide to “write-in” names of their choosing in voting to fill roles.
Section 4 Vacancies
Vacancies on the Board of Directors may be filled by the majority consent of the Directors present at any Directors meeting at which a quorum exists. Such vacancy elections shall be for a term of years to fill BLPS Director positions up to a maximum of 12 positions for new and existing Directors.
Section 5 Indemnification of Directors and Officers
The BLPS shall indemnify, save, and hold harmless its Directors and Officers where they have acted in good faith or without knowledge that their conduct was unlawful and where they have acted as an ordinarily prudent person would act in the discharge of their duties with a degree of diligence, care, and skill which an ordinarily prudent person would exercise in the same position.
Section 6 Director Attendance
Each Director must attend at least 50% of the meetings (prorated) in any year of their term in order to remain in their position through the duration of their term.
Article IV – Board of Directors Meetings
Section 1 Directors Meetings Quorum
A majority of the Board shall constitute a quorum for the transaction of the business of the BLPS at any Directors meeting. The action of a majority at such a meeting of those present (either in person or by electronic communication) when a quorum exists shall be sufficient for the transaction of the business of the BLPS.
Section 2 Director’s Voting Rights
Each Director shall have one vote on all matters that come before the Board of Directors at their meetings.
Section 3 Directors’ Action by Unanimous Consent
If and when all of the Directors shall consent in writing or electronically to any action for or by the BLPS, such action shall be as valid as though it had been authorized at a regular Board Meeting. Nonresponse for 48 hours to an electronic request for action shall be deemed consent.
Section 4 Directors’ Special Meetings
The President shall be responsible for the call of regular Board meetings. Special Meetings may be held at any time and any place providing written, oral or electronic notice is given to all Directors at least three days prior to such meeting stating the time, location and purpose of the Special Meeting.
Section 5 Parliamentary Procedure at Meetings
The method of parliamentary procedure at BLPS Board Meetings is to be directed by “Robert’s Rules of Order”.
Article V – Officers and Administration
Section 1 Officer Elections
After the Annual Meeting of the Membership the BLPS Board of Directors shall elect Officers for the next calendar year beginning January 1. The Officers shall be President, Vice President, Secretary and Treasurer.
Section 2 President
The President shall preside at all meetings of the BLPS’s Directors and of the Executive Committee. He or she shall have general active management of the business of the BLPS and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all authorized conveyances, contracts and obligations in the name of the BLPS except where required by law or expressly to be otherwise signed or executed. The President shall appoint all Committee Chairpersons as well as all Committee Members with the exception of the Executive Committee.
Section 3 Vice President
The Vice President shall, in the absence or disability of the President, perform the duties of and exercise the powers of the President and shall perform such other duties as the President or the Directors shall prescribe.
Section 4 Secretary
The Secretary shall attend all meetings of the Board of Directors and all Membership Meetings and record all the votes and keep the minutes of all proceedings of the BLPS in a minute book or by electronic transcription of such minutes. It shall also be his or her duty to sign all BLPS records and documents and to give Notice of Membership Meetings and special meetings of the Board of Directors.
Section 5 Treasurer
The Treasurer shall keep true and accurate accounts of all receipts and disbursements of all monies of the BLPS and shall designate the depository of such funds, keep all personal property and disburse the funds of the BLPS by keeping proper vouchers and receipts for such disbursements including keeping such records electronically. He or she shall render a true and accurate account of all receipts and disbursements to the Board of Directors on a timely basis and provide such a report to BLPS Members at the Annual Membership Meeting.. The Treasurer shall supervise the collection of the annual dues from the Membership.
Section 6 Terms of Office
The term of office for all Officers shall be for one calendar year or until a successor is chosen. Any officer can be removed from office at any meeting of the Board of Directors by a majority vote of the Directors. The Directors have the power to fill any vacancies in any office occurring for whatever reason.
Section 7 Compensation
The Officers and Directors of the BLPS shall serve on a voluntary basis without compensation unless otherwise fixed by the Membership of the BLPS.
Article VI – Membership Meetings
Section 1 Annual Meeting
The Annual Meeting of the Membership of the BLPS shall be held in July or August of each year on a date and at a place to be designated by the Directors for the purpose of electing Directors and transacting such other business properly brought before the Meeting. Only current Members in good standing may vote at such Meetings. Voting by Members can be in person if present or by proxy if the Board of Directors has authorized and solicited proxies.
Section 2 Special Membership Meeting
Special Membership Meetings may be called by the President or the Secretary at the direction of the Board of Directors, or at the request either in writing or electronically by petition from not less that 20 Members of the BLPS. Any petitions from Members shall state the purpose of the proposed Meeting. The time and place of any Special Membership Meeting shall be set by the President.
Section 3 Notice of Meetings
Notice of time and place of the Annual Meeting and notice of time, place and purpose of any Special Meeting shall be given to the Membership either in writing or electronically not less than 20 business days prior to such Meeting. Proxies from Members may be solicited at the direction of the Board to be voted at Meetings and may be included with the Notice of Meeting, or otherwise.
Section 4 Quorum
A quorum for an Annual Meeting or a Special Meeting of the Membership shall consist of not less than 20 Members present in person or by proxy. The act of a majority of those present at such Meetings either in person or by proxy at which quorum is present shall be the act of the Membership.
Article VII – Executive Committee
Section 1 Members
The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer and the immediate past President (if he or she is not serving as an Officer).
Section 2 Functions
The Executive Committee shall function primarily as an advisory group to the President. Also, they may make recommendations for other committees and take administrative actions authorized by the Board of Directors.
Section 3 Meetings
The Executive Committee shall meet at the call of the President when, in his or her judgment, Board of Directors action would be impossible, and time is of the essence for action. Executive Committee Meetings may be held without prior notice and may be conducted in person or electronically. The Executive Committee may transact BLPS business as authorized by these By-laws.
Article VIII – Board Development Committee
The President shall appoint two or more Members to oversee recruitment of persons who are potential candidates for the BLPS Board. Suitable candidates shall be presented to the Board at least two weeks prior to the Annual Membership Meeting. The Board Development Committee will solicit nominees from the Membership, and Members in good standing may write in their own candidates for election. (See Article III, Section 3, herein.)
Article IX – Other Committees
Section 1 Establishment
The President and or the Board of Directors may establish such committees as they deem appropriate. Appointment of Committee Chairpersons and Committee Members shall be made by the President and serve at his pleasure.
Section 2 Committee Review
The Executive Committee shall annually review the functions and operations of all committees and recommend to the President whether or not to continue any or all BLPS Board Committees. Unless it is continued by the Directors, or the President, each Board Committee terminates at the end of each calendar year of its inception.
Article X –Fiscal Year
The fiscal year of the BLPS shall begin January 1 of each year and end on December 31.
Article XI – Amendments
These By-laws may be altered (or replaced by new By-laws as may be adopted in lieu thereof) by the affirmative vote of a majority of the Members entitled to vote, present or represented by proxy, at any Annual Membership Meeting or at a Special Membership Meeting if notice of the proposed alteration, or replacement is contained in the Notice of the Special Meeting.
Adopted August 1, 2016
The Black Lake Preservation Society (BLPS) is a non-profit Michigan Corporation formed pursuant to the provisions of Act 162 of the Public Acts of Michigan of 1982. The Corporation is an Exempt Corporation under Section 501 (c) (3) of the Internal Revenue Code of 1954 and upon dissolution of said Corporation any remaining assets will be distributed to one or more organizations likewise exempt under 501 (c) (3) of the Code.
Article I – Purpose
The purpose of the BLPS shall be to represent the best interests of its members, as shall be determined by the Board of Directors, toward the pursuit of practical lake management to protect and preserve the natural character and water quality of Black Lake and its surrounding watershed.
Article II – Membership
Section 1 Membership
Any person(s), businesses or other organizations concerned with advancing the Purpose of the BLPS shall be eligible for membership.
Section 2 Membership Duration
Those eligible persons, businesses or other organizations who apply for Membership and whose membership dues for the calendar year beginning January 1 are accepted by the Board of Directors during the year shall be Members of the BLPS for that calendar year ending December 31.
Section 3 Membership Fees
The Board of Directors is empowered to fix the amount of the annual membership fee(s). Such fees can be the same for all classes of membership or can be different for individuals, businesses or other organizations.
Section 4 Dispensation of Member Fees
The Board shall have the discretion to spend the monies collected as membership fees during the calendar year in which they were collected in any manner that is consistent with the non-profit purpose of the BLPS, as stated in Article I of these bylaws. At the end of each calendar year, the Board shall deposit membership fees collected but unspent during the calendar year along with all other monies collected by the BLPS into “reserve accounts” that will show as equity accounts on the organization’s balance sheet. The funds in such a reserve account may accumulate over a number of years and those funds shall be spent only for a designated purpose, as proposed by the Board and explicitly determined by a majority vote of the membership. The designated purpose of a reserve account must be consistent with the stated non-profit purpose of the BLPS. Each reserve account shall be named in a way that plainly shows its designated purpose (e.g., the "water quality study fund"). The Board may seek and accept targeted contributions to be deposited in any reserve account after the account has been established by a majority vote of the membership. The Board has the discretion to spend all or part of the funds from a reserve account, but only in a manner that is clearly consistent with the designated purpose of the account. The Board must obtain the approval of at least two-thirds of the membership before it may reallocate funds between reserve accounts or use any funds from a reserve account for a different purpose than that which was determined by the membership when the account was established.
Section 5 Membership Renewal
All Members will be notified by mail or electronically not later than December 31 to renew their membership for the ensuing calendar year. The BLPS will solicit membership renewals at least once in each calendar year.
Article III – Board of Directors
Section 1 Composition and Meetings
The Board of Directors shall be composed of not more than 12 persons who shall be at least 21 years of age or older and be BLPS Members in good standing. Members in good standing are those who have paid currently their membership fee. The Board shall meet not less than three times in any calendar year and such meetings may be held in person or electronically. The President shall be responsible for setting the time and place for Directors Meetings.
Section 2 Directors’ Term of Office
The Directors shall be elected at the Annual Membership Meeting with their term of office beginning on January 1 of the next calendar year. The Directors terms of office shall be for three years, and any director may serve up to three consecutive terms.
Section 3 Election Procedure
The Board Development Committee shall be responsible to present to the Board of Directors a list of names of qualified candidates for election or reelection to the Board at least two weeks prior to the Annual Membership Meeting. The Board will present their names at the Annual Membership Meeting for election to the Board by the Members. Members may also decide to “write-in” names of their choosing in voting to fill roles.
Section 4 Vacancies
Vacancies on the Board of Directors may be filled by the majority consent of the Directors present at any Directors meeting at which a quorum exists. Such vacancy elections shall be for a term of years to fill BLPS Director positions up to a maximum of 12 positions for new and existing Directors.
Section 5 Indemnification of Directors and Officers
The BLPS shall indemnify, save, and hold harmless its Directors and Officers where they have acted in good faith or without knowledge that their conduct was unlawful and where they have acted as an ordinarily prudent person would act in the discharge of their duties with a degree of diligence, care, and skill which an ordinarily prudent person would exercise in the same position.
Section 6 Director Attendance
Each Director must attend at least 50% of the meetings (prorated) in any year of their term in order to remain in their position through the duration of their term.
Article IV – Board of Directors Meetings
Section 1 Directors Meetings Quorum
A majority of the Board shall constitute a quorum for the transaction of the business of the BLPS at any Directors meeting. The action of a majority at such a meeting of those present (either in person or by electronic communication) when a quorum exists shall be sufficient for the transaction of the business of the BLPS.
Section 2 Director’s Voting Rights
Each Director shall have one vote on all matters that come before the Board of Directors at their meetings.
Section 3 Directors’ Action by Unanimous Consent
If and when all of the Directors shall consent in writing or electronically to any action for or by the BLPS, such action shall be as valid as though it had been authorized at a regular Board Meeting. Nonresponse for 48 hours to an electronic request for action shall be deemed consent.
Section 4 Directors’ Special Meetings
The President shall be responsible for the call of regular Board meetings. Special Meetings may be held at any time and any place providing written, oral or electronic notice is given to all Directors at least three days prior to such meeting stating the time, location and purpose of the Special Meeting.
Section 5 Parliamentary Procedure at Meetings
The method of parliamentary procedure at BLPS Board Meetings is to be directed by “Robert’s Rules of Order”.
Article V – Officers and Administration
Section 1 Officer Elections
After the Annual Meeting of the Membership the BLPS Board of Directors shall elect Officers for the next calendar year beginning January 1. The Officers shall be President, Vice President, Secretary and Treasurer.
Section 2 President
The President shall preside at all meetings of the BLPS’s Directors and of the Executive Committee. He or she shall have general active management of the business of the BLPS and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all authorized conveyances, contracts and obligations in the name of the BLPS except where required by law or expressly to be otherwise signed or executed. The President shall appoint all Committee Chairpersons as well as all Committee Members with the exception of the Executive Committee.
Section 3 Vice President
The Vice President shall, in the absence or disability of the President, perform the duties of and exercise the powers of the President and shall perform such other duties as the President or the Directors shall prescribe.
Section 4 Secretary
The Secretary shall attend all meetings of the Board of Directors and all Membership Meetings and record all the votes and keep the minutes of all proceedings of the BLPS in a minute book or by electronic transcription of such minutes. It shall also be his or her duty to sign all BLPS records and documents and to give Notice of Membership Meetings and special meetings of the Board of Directors.
Section 5 Treasurer
The Treasurer shall keep true and accurate accounts of all receipts and disbursements of all monies of the BLPS and shall designate the depository of such funds, keep all personal property and disburse the funds of the BLPS by keeping proper vouchers and receipts for such disbursements including keeping such records electronically. He or she shall render a true and accurate account of all receipts and disbursements to the Board of Directors on a timely basis and provide such a report to BLPS Members at the Annual Membership Meeting.. The Treasurer shall supervise the collection of the annual dues from the Membership.
Section 6 Terms of Office
The term of office for all Officers shall be for one calendar year or until a successor is chosen. Any officer can be removed from office at any meeting of the Board of Directors by a majority vote of the Directors. The Directors have the power to fill any vacancies in any office occurring for whatever reason.
Section 7 Compensation
The Officers and Directors of the BLPS shall serve on a voluntary basis without compensation unless otherwise fixed by the Membership of the BLPS.
Article VI – Membership Meetings
Section 1 Annual Meeting
The Annual Meeting of the Membership of the BLPS shall be held in July or August of each year on a date and at a place to be designated by the Directors for the purpose of electing Directors and transacting such other business properly brought before the Meeting. Only current Members in good standing may vote at such Meetings. Voting by Members can be in person if present or by proxy if the Board of Directors has authorized and solicited proxies.
Section 2 Special Membership Meeting
Special Membership Meetings may be called by the President or the Secretary at the direction of the Board of Directors, or at the request either in writing or electronically by petition from not less that 20 Members of the BLPS. Any petitions from Members shall state the purpose of the proposed Meeting. The time and place of any Special Membership Meeting shall be set by the President.
Section 3 Notice of Meetings
Notice of time and place of the Annual Meeting and notice of time, place and purpose of any Special Meeting shall be given to the Membership either in writing or electronically not less than 20 business days prior to such Meeting. Proxies from Members may be solicited at the direction of the Board to be voted at Meetings and may be included with the Notice of Meeting, or otherwise.
Section 4 Quorum
A quorum for an Annual Meeting or a Special Meeting of the Membership shall consist of not less than 20 Members present in person or by proxy. The act of a majority of those present at such Meetings either in person or by proxy at which quorum is present shall be the act of the Membership.
Article VII – Executive Committee
Section 1 Members
The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer and the immediate past President (if he or she is not serving as an Officer).
Section 2 Functions
The Executive Committee shall function primarily as an advisory group to the President. Also, they may make recommendations for other committees and take administrative actions authorized by the Board of Directors.
Section 3 Meetings
The Executive Committee shall meet at the call of the President when, in his or her judgment, Board of Directors action would be impossible, and time is of the essence for action. Executive Committee Meetings may be held without prior notice and may be conducted in person or electronically. The Executive Committee may transact BLPS business as authorized by these By-laws.
Article VIII – Board Development Committee
The President shall appoint two or more Members to oversee recruitment of persons who are potential candidates for the BLPS Board. Suitable candidates shall be presented to the Board at least two weeks prior to the Annual Membership Meeting. The Board Development Committee will solicit nominees from the Membership, and Members in good standing may write in their own candidates for election. (See Article III, Section 3, herein.)
Article IX – Other Committees
Section 1 Establishment
The President and or the Board of Directors may establish such committees as they deem appropriate. Appointment of Committee Chairpersons and Committee Members shall be made by the President and serve at his pleasure.
Section 2 Committee Review
The Executive Committee shall annually review the functions and operations of all committees and recommend to the President whether or not to continue any or all BLPS Board Committees. Unless it is continued by the Directors, or the President, each Board Committee terminates at the end of each calendar year of its inception.
Article X –Fiscal Year
The fiscal year of the BLPS shall begin January 1 of each year and end on December 31.
Article XI – Amendments
These By-laws may be altered (or replaced by new By-laws as may be adopted in lieu thereof) by the affirmative vote of a majority of the Members entitled to vote, present or represented by proxy, at any Annual Membership Meeting or at a Special Membership Meeting if notice of the proposed alteration, or replacement is contained in the Notice of the Special Meeting.