INDEX TO BY-LAWS
AS AMENDED MARCH 15, 2014
Section 1 Name, Purposes, Location, Corporate Seal and Fiscal Year
Article 1.1 Name and purpose
Article 1.2 Location
Article 1.3 Corporate seal
Article 1.4 Fiscal year
Section 2 Members
Article 2.1 Membership
Article 2.2 Membership privileges
Article 2.3 Membership year
Article 2.4 General membership meetings
Article 2.5 Special meetings
Article 2.6 Quorum
Article 2.7 Notice of meetings
Article 2.8 Members; Voting
Section 3 Memorials and Gifts
Section 4 Changes in Membership Structure
Section 5 Board of Directors
Article 5.1 Number, election and tenure
Article 5.2 Powers
Article 5.3 Committees
Article 5.4 Suspension or removal
Article 5.5 Resignation
Article 5.6 Vacancies
Article 5.7 Annual meeting
Article 5.8 Regular meetings
Article 5.9 Special meetings
Article 5.10 Call and Notice
- Regular meetings
- Special meetings
- Reasonable and sufficient notice
- Waiver of notice
INDEX TO BY-LAWS
Article 5.11 Quorum
Article 5.12 Action by vote
Article 5.12a Emergency Action by electronic vote
Article 5.13 Proxies
Article 5.14 Action by writing
Article 5.15 Compensation
Section 6 Officers and Agents
Article 6.1 Number and qualifications
Article 6.2 Election
Article 6.3 Tenure
Article 6.4 President
Article 6.5 Vice-President
Article 6.6 Treasurer
Article 6.7 Secretary
Article 6.8 Suspension and removal
Article 6.9 Resignation
Article 6.10 Vacancies
Section 7 Execution of Papers
Section 8 Personal Liability
Section 9 Amendments
Section 10 Procedure
ERICSON LAKE, INCORPORATED
(A Nebraska Non-Profit Corporation)
Section 1 NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR.
1.1 Name and Purposes: The name and purposes of the corporation shall be as set forth in the Articles of Organization. No one shall be denied use of the corporation’s facilities on the basis of race, creed or color. The facilities shall be open to the general public subject to reasonable rules and regulations adopted by the Board of Directors.
1.2 Location: The principal office of the corporation in the State of Nebraska shall be located at 49147 Pothast Road, Ericson NE 68637.
1.3 Corporate Seal: The directors may adopt and alter the seal of the corporation.
1.4 Fiscal Year: The fiscal year of the corporation shall, unless otherwise decided by the directors, end the 31st day of December in each year.
Section 2 MEMBERS
2.1 Membership: The corporation shall have one class of membership, open to all persons, interested in furthering the purposes of the corporation located near Ericson in Wheeler County, prepared by Grant & Fulton, Engineers of Lincoln, Nebraska, dated March, 1916 and which is of record in the office of the County Clerk of Wheeler County, Nebraska.
Membership shall be granted to any said individual or married couple upon payment of dues in the sum of $300.00 per year and $50.00 dock as long as membership is paid. Memberships shall be in the names of natural persons only and shall be limited to one individual per membership. Each individual membership shall have one vote in every election by the general membership during the year of his membership.
2.2 Membership Privileges: In addition to furthering the purposes of the corporation, each membership is entitled to one vote in every election by the general membership and each membership is afforded the opportunity to serve on any committees appointed by the Board. The Board of Directors of the corporation shall have the power to add other membership privileges as the Board deems necessary or advisable.
2.3 Membership Year: The membership year of this corporation shall be from January 1 through December 31. All memberships become effective upon payment of dues.
2.4 General Membership Meetings: The general membership of this organization shall be invited to attend an annual meeting to be held on the Saturday closest to the 4th of July each year for the purposes of electing members of the Board of Directors in accordance with the provisions of these By-Laws, installing all new Board Members, and transacting such business as may properly come before the meeting.
2.5 Special Meetings: Special meetings of the general membership may be called at any time and for any purpose of the Board of Directors.
2.6 Quorum: Fifteen (15) voting members or 10% of membership entitled to vote, whichever is less, shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
2.7 Notice of Meetings: Notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.
If mailed, such notice may be included within any regular publication mailed to the members and shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
No notice need be given of regular meetings or of adjourned meetings.
2.8 Members and Voting: The right of the members to vote is hereby limited, enlarged and denied as provided in these By-Laws pursuant to the authority vested in the directors by Section 21-1914 R.R.S. Each member shall be entitled to one vote on each matter submitted to a vote or members.
A member may vote in person or may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Where directors are to be elected by members, such elections may be conducted by mail, as follows:
- The incumbent board shall nominate a slate of candidates to serve for the year beginning July 15, 1980 and each year thereafter.
- Said slate shall be mailed to said members in the manner specified in these By-Laws.
- The slate of directors so proposed shall be deemed elected unless a majority of the votes entitled to be cast by the members replying in person or by proxy vote are opposed to said slate or any proposed director or directors.
Section 3 MEMORIALS AND GIFTS
In addition to the membership classification, the Corporation Board of Directors is empowered to accept or reject memorials or special purpose gifts in any amount at any time.
Section 4 CHANGES IN MEMBERSHIP STRUCTURE
The Board of Directors of this corporation shall have the power to change the amount of dues and the classification of membership at any time the Board deems necessary or advisable, providing such change is made prior to December 1 and effective for the next membership year.
Section 5 BOARD OF DIRECTORS
5.1 Number, Election and Tenure: The number of Directors shall be 12 including the officers. At any special or regular meeting, the Directors then in office may increase the number of Directors and elect new Directors to complete the number so fixed; or they may decrease the number of Directors but only to eliminate vacancies existing by reason of death, resignation, removal or disqualification of one or more Directors. Each Director shall hold office for a fixed term of one, two or three years as set by the other Directors at the time of his election. If a Director dies, resigns, is removed, becomes disqualified, or comes to the end of his term, his successor will be elected by a majority of Directors then in office.
5.2 Powers: The affairs of the corporation shall be managed by the directors who shall have and may exercise all the powers of the corporation.
5.3 Committees: The directors may elect or appoint one or more committees and may delegate to any such committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these By-Laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
5.4 Suspension or Removal: A director may be suspended or removed with cause by vote of a majority of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard.
5.5 Resignation: A director may resign by delivering his written resignation to the president, treasurer or secretary of the corporation, to a meeting of directors or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance unless it so states.
5.6 Vacancies: Any vacancy in the Board of Directors except a vacancy resulting from enlargement which must be filled in accordance with Section 5.1, may be filled by the Directors. Each successor shall hold office for the unexpired term or until he sooner dies, resigns, is removed or becomes disqualified. The directors may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
5.7 Annual Meeting: The annual meeting of the directors shall be held at 10:00 o’clock A.M. on the closest Saturday to the 4th of July in each year or if that date is a legal holiday in the place where the meeting is to be held, then at the same hour on the next succeeding day not a legal holiday. The annual meeting may be held at the principal office of the corporation or at such other place within the United States as the President or directors shall determine. Notice of any change of the date fixed in these By-laws for the annual meeting shall be given to all members at least 10 days before the new date fixed for such meeting.
5.8 Regular Meetings: Regular meetings of the Directors may be held at such places and at such times as the directors may determine.
5.9 Special Meetings: Special meetings of the Directors may be held at any time and at any place when called by the President or by two or more directors.
5.10 Call and Notice:
- Regular Meetings: No call or notice shall be required for regular meetings of directors, provided that reasonable notice of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these By-Laws are to be considered at the meeting and shall be given as otherwise required by law, the articles or organization or these By-Laws.
- Special Meetings: Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these By-Laws or unless there is to be considered at the meeting contracts or transactions of the corporation with interested persons, amendments to these By-Laws, an increase or decrease in the number of directors, or removal or suspension of a director.
- Reasonable and Sufficient Notice: Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by mail or by electronic means at least forty-eight hours before the meeting.
- Waiver of Notice: Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
5.11 Quorum: At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
5.12 Action by Vote: When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization, or these By-Laws.
5.12a Emergency Action by Electronic Vote: Emergency action calling for a vote of the board may be conducted by electronic means with the required quorum responding.
5.13 Proxies: Directors may vote either in person or by written proxy dated not more than six months before the meeting named therein, which proxies shall be filed before being voted with the clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
5.14 Action by Writing: Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote of a meeting.
5.15 Compensation: Directors shall be precluded from receiving compensation for their services but shall be entitled to receive such amount, if any, as the Directors may from time to time determine, to cover expenses of attendance at meetings.
Section 6 OFFICERS AND AGENTS
6.1 Number and Qualifications: The officers of the corporation shall be a president, vice-president, treasurer, secretary and such other officers, if any, as the directors may determine. The Corporation may also have such agents, if any, as the directors may appoint. Each officer must also be a director. A person may hold more than one office at the same time except the offices of President and Secretary and the offices of President and Vice-President. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.
6.2 Election: The President, Vice-President, Treasurer and Secretary shall be elected annually by the directors at their first meeting. Other officers, if any, may be elected by the directors at any time.
6.3 Tenure: The President, Vice-President, Treasurer and Secretary shall be elected at the annual meeting and shall hold office until their successors are chosen.
6.4 President: The President shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The President shall preside at all meetings of the directors, except as the directors otherwise determine.
6.5 Vice-President: In the absence of the president or in event of his death, inability or refusal to act, the 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 Vice-President will assume the Presidency upon the resignation of the President.
The Vice-President may sign, with the Secretary or an assistant secretary, any and all legal documents of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
6.6 Treasurer: The Treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He shall be in charge of its financial affairs funds, securities and valuable papers and shall keep full and accurate records thereof. He shall have such other duties and powers as designated by the directors or the President. He shall also be in charge of its books of account and accounting records, and of its accounting procedure.
6.7 Secretary: The Secretary shall record and maintain records of all proceedings of the directors in a book or series of books kept for that purpose, which book or books shall be kept within the State at the principal office of the corporation or at the office of its Secretary or at its resident agent and shall be open at all reasonable hours to the inspection of any person. Such book or books should also contain records of all meetings of the incorporation and the original, or attested copies, of the articles of organization and By-Laws and names of all directors and the address of each. If the Secretary is absent from any meeting of members or directors, a temporary secretary chosen at the meeting shall exercise the duties of the Secretary at the meeting.
6.8 Suspension or Removal: An officer may be suspended or removed with or without cause by vote of majority of directors then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.
6.9 Resignation: An officer may resign by delivering his written resignation to the President, Treasurer or Secretary of the corporation, to a meeting of the directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 7 EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed by the corporation shall be signed by the President or by the Treasurer.
Section 8 PERSONAL LIABILITY
The directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
Section 9 AMENDMENTS
These By-Laws may be altered, amended or repealed in whole or in part by vote of a majority of the directors then in office.
Section 10 PROCEDURE
Robert’s Rules of Order and the statutes of Nebraska shall govern the meetings of the Board of Directors in all matters not provided for in these By-Laws.