LAKE MADISON DEVELOPMENT ASSOCIATION
BYLAWS
ARTICLE I. OFFICES
The mailing address of the Corporation in the State of South Dakota shall be P.O.
Box 296, Madison, SD 57042. The Corporation may have such other offices, either
within or without the State of South Dakota, as the Board of Directors may designate or
as the business of the Corporation may require from time to time.
ARTICLE II. MEMBERSHIP
SECTION 1. Annual Meeting. The annual meeting of the members shall be at
the decision of the Board of Directors between the dates of July 15 and August 15 each
year, beginning with the year 1964, for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting. If the election of
Directors shall not be held on the day designated herein for any annual meeting of the
membership, or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the membership as soon thereafter as
conveniently possible.
SECTION 2. Special Meetings. Special meetings of the membership, for any
purpose, unless otherwise prescribed by statute, shall be called by the President or by the
Board of Directors, or shall be called by the President at the request of not less than ten
(10) per cent of all the members of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors 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 meeting called by the Board of
Directors. A waiver of notice signed by all members entitled to vote at a meeting may
designate any place, within the State of South Dakota, unless otherwise prescribed by
statute, as the place for the holding of such meeting. If no designation is made, or if a
special meeting can be called, the place of meeting shall be the principal office of the
Corporation in the State of South Dakota.
SECTION 4. Notice of Meeting. Written or electronic notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose for which the
meeting is called, shall be delivered not less than ten (10) nor more than twenty (20) days
before the date of the meeting 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, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the membership at his/her personal address as it appears
in the Secretary’s record book of the Corporation with postage thereon prepaid.
SECTION 5. Membership and dues. Membership in the Association is open to
everyone interested in said Lake and the development and maximum use and benefit
thereof. All members have equal voting rights at all annual and special membership
meetings. Annual membership dues shall be established by the Board of Directors.
SECTION 6. Annual Meeting. Thirty (30) members shall constitute a quorum
at a meeting of membership. If less than a quorum is present at a meeting, a majority of
the members present 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 7. Cumulative Voting. Unless otherwise provided by law, at each
election of Directors every 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, Tenure and Qualifications. The number of directors of
the Corporation shall be not less than ten (10) nor more than thirty (30). Each Director
must be a member of the Association and shall hold office for three years or until his/her
successor shall have been elected and qualified. Past Presidents are eligible for one-year
terms, renewable at the Annual Meeting. An effort will be made to have at least one
Director from each letter-designated area of the Lake.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held, without other notice than this bylaw, immediately after, and at the same
place as, the annual meeting of members. A regular meeting, without other notice than
this bylaw, shall be held in November, February and May on dates and at a location as
designated by the President. Members of the Board are expected to be present at no
fewer than two of these four meetings. The Executive Committee shall meet as needed at
the call of the President.
SECTION 4. Special Meetings. Special meetings of the Board of Directors
may
be called by or at the request of the President or any
five 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 5. Notice. Notice of any special meeting shall be given
at least ten
(10) days previous thereto by
written or electronic notice mailed to each Director at
his/her personal address.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage
thereon prepaid.
Any Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting,
except where a Director
attends a meeting for the express purpose of objecting to the
transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. Ten (10) Directors fixed by Section 2 of this
Article
shall constitute a quorum for the transaction of business
at any meeting of the Board of
Directors, but, if less than such majority is present
at a meeting, a majority of the
Directors present may adjourn the meeting from time to
time without further notice.
SECTION 7. 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 8. Vacancies. Any vacancy occurring in the Board of
Directors may
be filled by the affirmative vote of a majority of the
remaining Directors though less than
a quorum of the Board of Directors, 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 Directors
shall be filled by election at an annual meeting or at a
special meeting of the membership
called for that purpose.
SECTION 9. Compensation. By resolution of the membership, the
Directors
may be paid their expenses, if any, of attendance at each
meeting of the Board of
Directors, and may be paid a fixed sum for attendance
at each meeting of the Board of
Directors or a stated salary as
Director. No such payment shall preclude any Director
from serving the Corporation in any other capacity and
receiving appropriate
compensation.
SECTION 10. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which
action on any corporate matter is
taken shall be presumed to have assented to the action
taken unless his/her dissent shall
be entered in the minutes of the meeting or unless s/he
shall file his/her written dissent
to such action with the person acting as the Secretary
of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the Secretary of
the Corporation immediately after the adjournment of the
meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
ARTICLE IV,
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a President,
a
First Vice-President, a Second Vice-President, a
Secretary and a Treasurer, elected by the
Board of Directors. Such other
officers as may be deemed necessary may be elected or
appointed by the Board of Directors. The Executive Committee shall be composed of
the
officers of the
Corporation and the Immediate Past President.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at its
first meeting following the
annual meeting of the membership. If the election of officers shall not be held
at such
meeting, such election shall be held as soon as possible
thereafter. Each officer shall
hold office for one year or until his/her successor shall
have been duly elected and shall
have qualified or until his/her death or until s/he shall
resign or shall have been removed
in the manner hereinafter provided.
SECTION 3. Removal. Any elected or
appointed officer 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.
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. S/he shall,
when present, preside at all meetings of the members and
of the Board of Directors.
S/he may sign, with the Secretary 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 these Bylaws to
some other officer of the Corporation, or shall be
required by law to be otherwise
designed 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. First Vice-President. In the absence of the President
or in the
event of his/her death, inability or refusal to act, the
First 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. The First Vice-President shall perform
such other duties as from time to time may be assigned to
him/her by the President or by
the Board of Directors.
SECTION 7. Second Vice-President. The Second Vice-President shall perform
the duties of the First Vice-President when that officer
is unable to do so and shall
perform such other duties as assigned.
SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of
the
membership and of the Board of Directors’ meetings in one or
more books provided for
that purpose; (b) see that all notices are duly given in
accordance with the provisions of
these Bylaws or as required by law; (c) 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; (d)
keep a register of the post office address of each member
which shall be furnished to the
Secretary by such members; and (e) in general perform
all duties incident to the office of
Secretary and such other duties as from time to time
may be assigned by the President or
by the Board of Directors.
SECTION 9. Treasurer. If required by the Board of Directors, the
Treasurer
shall 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. S/he shall: (a) have charge
and custody of and be responsible for all funds and
securities of the corporation; receive
and give receipts for moneys due and payable to the
Corporation from any source,
and deposit all such moneys in the name of the
Corporation in such banks, trust
companies or other depositaries as shall be selected in
accordance with the provisions of
Article V of these Bylaws; and (b) in general perform
all of the duties incident to the
office of Treasurer and such other duties as from time to
time may be assigned by the
President or by the Board of
Directors.
ARTICLE V. CONTRCTS,
LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer 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 a
resolution of the Board of Directors. 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 of the Corporation and in such
manner as shall 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 depositaries as the Board of Directors may
select.
ARTICLE VI
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
January and end on the 31st day of December
in each year.
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
the Game, Fish and
Parks Department, or other public benevolent or
charitable organizations, and shall not
inure to the benefits 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 Bylaws 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 Bylaws may be altered,
amended or repealed and new Bylaws may be
adopted by a vote of the members representing a majority of
all the memberships issued
and outstanding, 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.