BAYFIELD COUNTY LAKES FORUM BYLAWS

ARTICLE I-GENERAL

SECTION 1: NAME: The name of this organization shall be the Bayfield County Lakes Forum, here in referred to as the Forum.

SECTION 2: PURPOSE: The purpose of the Forum is to facilitate education, research and sharing between organizations, individuals, governmental bodies and the general public of Bayfield County and to maintain and improve Bayfield County water bodies, shorelands, environs and watersheds for now and future generations including, but not limited to aesthetics, water quality, wildlife habitat, fisheries and recreation.

ARTICLE II-MEMBERSHIP

SECTION 1: LAKE MANAGEMENT ORGANIZATIONS: Any Bayfield County lake management organization (defined as any Forum recognized lake district, lake association or lake shore property owner association) whose primary purpose is to maintain and improve the quality of any Bayfield County lakes and waterways for the benefit of the general public, various users and property owners, is eligible to become a voting participant of the Forum. Each lake management organization shall name one delegate to represent said organization for the purpose of conducting Forum business.

SECTION 2: AFFILIATE MEMBERS: The Board of Directors will recognize a lake which does not have a lake management organization as an Affiliate Member if it meets the following criteria: A contact for the lake is identified as the Forum delegate; the lake contact establishes and maintains a means to communicate with lake property owners; the lake property owners meet at least annually to discuss issues concerning the lake.

SECTION 3: NON-AFFILIATES: Any person who subscribes to the purposes of the Forum is eligible to be an observing participant of Forum proceedings.

SECTION 4: EX-OFFICIO: Ex-officio representation is invited at the pleasure of the Forum Board of Directors (hereinafter called BOD), and may include, but not limited to, agency representatives from such organizations as the Wisconsin Department of Natural Resources, Northwest Regional Planning Commission and the University of Wisconsin Extension.

ARTICLE III –VOTING

SECTION 1: LAKE MANAGEMENT ORGANIZATIONS: The delegate of any BOD recognized lake management organization, as defined in Article III Sec 1 shall be entitled to cast up to six (6) votes on any question or business before the Forum. Distribution of votes will be based on member organization’s total shoreline miles held in private ownership: 2 votes for 0-1.99 miles, 3 votes for 2-3.99, 4 votes for 4-5.99, 5 votes 6-7.99, 6 votes for 8 or more miles of privately owned shore line. If the delegate is unable to attend, the lake management organization may designate an alternate in writing or submit a letter of proxy vote bearing the signatures of a majority of the lake management organization’s Board of Directors, the question subject to vote and the distribution of the lake management organization’s votes. Said letter of proxy must be delivered to the Forum BOD prior to calling of the question. (It shall be the sole responsibility of the lake management organization delegate to communicate with the lake management organization and vote in a manner that reasonably reflects the opinion of said organization.) A majority of votes cast shall prevail.

SECTION 2: AFFILIATE MEMBERS: Affiliate members shall have one (1) vote. Proxy voting is allowed as described in Section 1.

SECTION 3: NON-AFFILIATE: Non-affiliate participants as defined in Article II Section 3 shall not be entitled to voting privileges.

SECTION 4: EX-OFFICIO: Any Ex-Officio representative as defined in Article II Section 4 shall not be entitled to voting privileges.

ARTICLE IV-OFFICERS

SECTION 1: OFFICERS: Member lake management organizations and affiliate members shall select six lake management organization delegates to serve as the Board of Directors. Three at large directors are selected by a majority of votes cast by all member organizations and affiliates. Three regional directors are selected by majority vote of the member organizations and affiliate members from the region. One at large director shall be designated as the alternate. The alternate director may vote only in the absence of one or more of the regular directors.

Region 1: Town of Barnes

Region 2: Towns of Drummond, Cable, Namakagon, Grandview, Lincoln, Mason and Kelly

Region 3: Towns of Delta, Iron River, Hughes, Oulu, Tripp, Keystone, Pilsen, Eileen, Barksdale, Washburn, Orienta, Port Wing, Clover, Bell, Bayview, Bayfield, and Russell

The BOD shall select a President, Vice President, Treasurer and Secretary from within the ranks of regular directors. The President shall preside as the chairperson of the BOD. Any three directors shall constitute a quorum.

SECTION 2: TERM OF OFFICE: Directors shall serve a term of two years and shall be elected at the annual meeting. Directors may be elected to three consecutive terms.

SECTION 3: VACANCIES: In the event that any director cannot complete a term of office, such vacancy may be filled by appointment of the BOD on an interim basis, and remain in effect until the next regularly scheduled election. In the event the office of the President is vacated, the Vice President shall assume that office for the remainder of the term. Replacements for regional directors shall be from the same region

SECTION 4: DUTIES: (a) PRESIDENT: The President shall establish the agendas for and shall preside at all scheduled and special meetings of the Forum. (b) VICE PRESIDENT: The Vice President shall, in the absence of the President, fulfill the duties of the President. (c) SECRETARY: The Secretary shall record and maintain minutes of all meetings of the Forum, shall manage routine correspondence, records and membership lists: (d) TREASURER: The Treasurer shall maintain all financial records including income, and expenditures and shall present a summary report of income and expenditures at all regularly scheduled meetings and a detailed report at the annual meeting. The accounts of the Forum shall be maintained on a fiscal year basis from May 1 through April 30.

SECTION 5: COMPENSATION: No director shall be compensated for time and effort. The BOD may authorize reimbursement of actual and necessary expenses incurred while on Forum business.

ARTICLE V-MEETINGS

SECTION 1: TYPES OF MEETINGS: (a) BOARD OF DIRECTORS: At the direction of the President, the BOD shall meet at least twice annually to conduct the business of the Forum. (b) ANNUAL MEETING: The BOD shall arrange the time and place of the annual meeting. (c) SPECIAL MEETINGS: A special meeting of the Forum may be called at any time by the President, or by a majority vote of the BOD, or by request of 25% of the member organizations. The agenda of a special meeting may include any items properly brought before an annual meeting with the exception of elections.

SECTION 2: PLACE OF MEETINGS: All meetings of the Forum shall be held in Bayfield County, at the time and place arranged by the President. Meeting notice and agenda shall be made available no less than 10 nor more than 45 days prior to the meeting.

SECTION 3: QUORUM: (a) No formal business may be conducted at Forum meetings unless 50% or more delegates are present or represented by proxy. Without a quorum, meetings may engage in discussion of matters of interest to the Forum. (b) Three (3) directors shall constitute a quorum at a meeting of the BOD.

ARTICLE VI-COMMITTEES

SECTION 1: STANDING AND AD HOC COMMITEES: Committees of the Forum may be created by the BOD as needed. Each committee shall have three or more participants representing different lakes and include at least one Director. The President may be an ex officio member of all committees.

ARTICLE VII-FINANCES

SECTION 1: DUES: Annual dues may be determined by the delegates each year at the annual meeting and shall be effective for the following fiscal year (May 1-April 30). Failure to pay dues within a 90 day grace period may be cause for dismissal.

SECTION 2: INDEMNIFICATION: As provided in Wisconsin law, the Forum shall indemnify any Director, employee or agent who was, is or may be involved in a legal proceeding by virtue of his/her good faith action on behalf of the Forum.

ARTICLE VIII-AMENDMENTS

SECTION 1: BYLAWS: The Bylaws may be amended at any meeting of the Forum, provided that written notice of the intended action is made at least thirty days in advance of the meeting at which action is to be taken, and that a two-thirds majority of votes represented at such meeting, a quorum being present, approve the action.

ARTICLE IX-PARLIMENTARY AUTHORITY

SECTION 1: AUTHORITY: Robert’s Rules of Order shall be the final authority on all questions of procedure and parliamentary law not covered by these Bylaws. Non-affiliates, ex-officio members and guests may be recognized to speak at Forum meetings at the discretion of the presiding officer who may also serve as parliamentarian.

ARTICLE X-DISSOLUTION

SECTION 1: DISSOLUTION: The forum may be dissolved by a unanimous vote of delegates at an annual meeting upon request for such a vote by the BOD. Written notification at least 90 days prior to the annual meeting shall be required. After payment of all liabilities, all assets of the Forum shall be distributed to appropriate 501 (c) (3) rated organizations or charities as approved by the BOD.

ADOPTION OF BYLAWS

The original bylaws were adopted by the Bayfield County Lakes Forum on June 29, 2000. Amendments were passed at annual meetings in September 2001 and 2002.