Bylaws

 

 

As adopted during the August 15, 2013 Annual Meeting

 

 

Pursuant to the “Articles of Incorporation of Pleasant Valley Lake Association, Inc." (hereinafter called “Articles”), the following are adopted as the By-Laws of the Pleasant Valley Lake Association, Inc. (hereinafter called “Association”). The principal office of the corporation shall be the residence of the current, duly elected Secretary/Treasurer. These By-laws shall be deemed covenants running with the land and shall be binding on the lot owners, their heirs, administrators, executors, successors and assigns.

 

 

The purpose for which this Association is organized is as follows:

1)      To serve as an association of lot owners who own real estate abutting “The part of the out lot of Pleasant Valley Estate lying Easterly and Northerly of the line commencing at the Northwest corner of the East ½ of Lot 2, Block 6, Pleasant Valley Estate, run thence N20°43’20”W26 feet, run thence S69°11’37”W105.43 feet, thence N19°41’30”W59.02 feet to the Southeasterly corner of Lot 2, Block 5, Pleasant Valley Estates; said land being in the Village of Mt. Pleasant, Racine County, Wisconsin” (Hereinafter called “Pleasant Valley Lake”) or who currently possesses title to some portion of the common area abutting Pleasant Valley Lake; or any lot owner whose lot line nearest the pond does not exceed 100 yards; and

 

2)      To serve as a means through which the lot owners may collectively and efficiently administer, manage, maintain, preserve, operate and control Pleasant Valley Lake and its surrounding common areas; and

 

3)      To serve as a means for the lot owners to review and if deemed appropriate, to collectively acquire liability insurance coverage relating to Pleasant Valley Lake.

 

4)      To engage in any lawful activity within the purpose for which a non-stock, nonprofit corporation may be organized under the Wisconsin Non-stock Corporation Law, Chapter 181 of the Wisconsin Statutes, subject to the purposes above mentioned.

 

 

Section 1. Membership.

 

A:Every lot owner described in Article II shall automatically become a member of the Association upon application and upon the deeding of his interest to Pleasant Valley Lake to the Association, and shall remain a member thereof until such time his ownership of such lot ceases for any reason, at which time his membership in the Association shall automatically cease.

 

B: Friends of the Lake:  Other interested parties outside of the definition of Article II may become "Friends of the Lake". This voluntary membership will be granted the same rights as members, excepting the right to vote.  Friends of the Lake must be approved by a voting majority present at any called meeting.  A reduced dues structure may be set by voting members.  Alternatively, a substantial single payment can create a "Lifetime Friends of the Lake" with approval of the executive committee.

 

Section 2. Voting Rights. The lot shall be entitled to one vote. A member shall be prohibited from voting at a meeting of the Association if such member is not current on such member’s assessment, unless the amount necessary to bring such member’s assessment current has been paid by the time of the vote. The assessment payment records of the Treasurer shall be conclusive evidence as to which members are entitled to vote.

 

Section 3. Member’s Meetings. The annual meeting of the members shall take place during the month of May at a place and time to be determined by the presiding President. Special meetings of the Association may be called at any time by the President, two officers or by written request of one-third of the members who are entitled to vote. Written notice of each meeting shall be given by, or at the direction, of the Secretary/Treasurer or person authorized to call the meeting, by mailing a copy of such notice at least fifteen days prior to the scheduled meeting. Such notice shall specify the day, place and hours of the meeting and shall identify the purpose. A quorum for all member meetings shall consist of thirty-three and a third (33 1/3%) percent of the members entitled to vote. All members may vote either in person or by proxy. All proxies shall be in writing and filed with the Secretary/Treasurer at or prior to the meeting.

 

Section 4. Transfer of Membership. Each such membership shall be appurtenant to the lot upon which it is based and shall be transferred automatically upon conveyance of that lot. Membership in the Association may not be transferred, except in connection with the transfer of a lot. Upon transfer of lot, the Association shall be given written notice of such transfer to the Treasurer of the Association within fifteen days of said transfer. Said notice shall include the name of the new owner, identification of lot, date of transfer and any other information about the transfer which the Association may deem pertinent.

 

 

Section 1. - General BUsiness: The general business affairs of the Association shall be decided by the Board of Directors who shall meet regularly or upon notice of special meetings. The Board may, from time to time, delegate specific responsibilities to individuals when it seems expedient to do so. Such delegated activities shall be recorded in the minutes which are a part of the membership records.

 

Section 2. Number. The Board of Directors shall consist of three (3) Officers of the Association which are: President, Vice-President and Secretary/Treasurer, all of whom shall be elected by the membership at the annual meeting. Their term of office shall be for a period of two (2) years. The membership may, at its collective discretion, re-elect any or all of the officers whose terms are expiring to one additional term to the same office which he/she served or any other vacant office.

 

Section 3. Removal: Any director or officer may be removed from his/her office by a simple majority vote of the members. Such removal shall be for cause. In the event of such removal for whatever reason, the membership shall, at its discretion, elect a candidate to fill that vacancy for the unexpired period.

 

 

 

Section 1. Nomination. Nomination for election of Officers shall be made by the members at the annual meeting.

 

Section 2. Election. Election of Officers which collectively shall constitute the Board of Directors of the Association shall take place at the annual meeting and shall be carried out in a manner deemed most appropriate by the members. Individuals receiving the largest number of votes shall be elected to their respective offices.

 

Section 3. Term of Office. The term of office shall be for a period of two (2) years. Any officer may be re-elected to a second term of office. Upon completion of the second term of office, said officer shall not be eligible for the same office of the Association for one full term.

 

Section 4. Special Appointments. The membership of the Association may, from time to time, elect other Officers or Directors which may be required in order for the Association to carry out its business affairs.

 

Section 5. Vacancies: A vacancy, for whatever reason including resignation, may be filled on an interim basis by appointment by the Board of Directors. The interim appointment shall expire at the next regularly scheduled meeting of the Association at which time the members may either ratify the interim appointment or elect another individual to that office.

 

 

Section 1. Board of Directors. The duties of the Board of Directors shall be:

A.      Prepare annual budget for the general maintenance of the Lake.

B.      Propose the amount of yearly membership fees and, with the annual budget, submit the proposals to the members for their review and approval by a simple majority vote.

C.      Propose extraordinary items/projects which call for special assessments which shall exceed One Thousand Dollars ($1,000.00) in total; approval shall require a two-thirds favorable vote; for assessments which are less than One Thousand Dollars ($1,000.00) a simple majority vote shall be required.

D.      Be responsible for ensuring that each active member honors their financial obligations (i.e., annual membership fees and special assessments), and acting to enforce the same by exercising whatever steps are deemed appropriate to collect amounts due.

E.       Convene at least quarterly at the time and location which is mutually agreeable.

 

Section 2. President. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out; shall, with the Vice-President, negotiate all leases, mortgages, deeds and other legal and/or written instruments, and shall co-sign all checks, the other signatory being the Treasurer.

 

Section 3. Vice-President. The Vice-President shall, in the President’s absence, incapacity to act, or refusal to act, preside over membership meeting and shall exercise and discharge such other duties as may be required of him/her by the board. 

 

Section 4. Secretary/Treasurer. The Secretary/Treasurer shall keep all minutes and proceedings of the board and of the membership meeting; keep the corporate seal of the Association; serve notice of the meetings of the board and the membership; keep appropriate current records showing the members of the Association together with the addresses; and shall perform such other duties as may, from time to time, be required. The treasurer shall receive and deposit in an appropriate, recognized bank, all monies of the Association, and shall disburse such funds as directed by resolution of the Board of Directors; shall co-sign all check and promissory notes of the Association; shall keep proper accounts of all financial activities; shall prepare adequate Income/Expense statements no less than once each year and present them to the members at their annual meeting.

 

Section 5: Indemnification. The Association shall, to the fullest extent permitted or required by Sections 181.041 to 181.297, inclusive, of the Wisconsin Statutes (“Statutes”), including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director or Officer is a Party because he or she is or was a Director or Officer of the Corporation. The rights to indemnification against Liabilities or the advancement of Expenses which a Director or Officer may be entitled include those under any written agreement, board resolution, vote of members, the Statute or otherwise. The Corporation may, but shall not be required to, supplement the foregoing rights to indemnification against liabilities and advancement of Expense under this Section 5 by purchasing insurance on behalf of any one or more of such Directors or Officers. Whether or not the Corporation would be obligated to indemnify against Liabilities or advance Expense to such Director or Officer under these Sections and not otherwise defined herein shall have the meaning set forth in Section 181.041 of the Statues. All Expenses incurred in the determination process provided the Statutes by either the Corporation or the Director or Officer, including, without limitation, all Expenses of the entity selected by the Director or Officer to determine his or her right to indemnification, shall be paid by the Corporation.

 

 

Books and records and other papers pertinent to the Association and its activities and the activities of the Board of Directors shall be kept by and in the possession of the duly elected Secretary/Treasurer of the Association and shall, at all reasonable times, be made available to all members of the Association for inspection and review.

 

 

Quarterly dues shall be set by the Association upon recommendation of the Board of Directors and deposited with the Secretary/ Treasurer. Assessments, proposed by the Board of Directors and approved by the members, shall be remitted to the Secretary/Treasurer in a timely manner but no later than thirty (30) days following written notice.

Each member shall be obligated to the Association quarterly dues and special assessments. Any assessments which are not paid shall be deemed delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest at a rate of one percent (1%) per month. Further, the Association may bring action at law against the delinquent member obligation to pay the same. Interest, costs, and reasonable attorney’s fees of any such action shall be added to the amount of the assessment. No owner may waive or otherwise escape liability for the assessments provided herein by nonuse of the common areas or abandonment of his lot.

 

 

The board of directors from time to time may adopt reasonable rules and regulations governing the operation, maintenance and use of Pleasant Valley Lake and the common areas. Association members shall conform to and abide by all such rules and regulations. Copies of all rules and regulations shall be furnished to each lot owner prior to their effective dates. All rules and regulations shall be deemed effective until amended or repealed by the Board of Directors, or a majority of the members of the Association at the annual meeting or a special meeting called for said purpose.

 

 

These By-Laws were last amended at the August, 15, 2013 Pleasant Valley Lake Association annual meeting.  In Witness thereof, we being:

 

David Degroot, President PVLA

Paul Patterson, Vice President, PVLA

Laura DeGroot, Secretary/Treasurer, PVLA

 

These By-Laws may be amended at a regular or a special meeting of the Association with a two-thirds (2/3’s) favorable vote of those members present.