Home 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
August
and end on the 31st day of July 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.