Charter of the Pipestone Lake Association

Article I – Name

1. The organization shall be known as the Pipestone Lake Association, a non-profit corporation, from now on referred to as “the Association”, incorporated under the State of Michigan Nonprofit Corporation Act exempt from Federal Income tax under Section 501(c)(7) of the Internal Revenue Code, and located in Bainbridge Township, Berrien County, Michigan. 

Article II – Mission Statement

1. The Pipestone Lake Association is committed to promoting community stewardship by preserving, enhancing, and responsibly managing the natural beauty, ecological health, and recreational opportunities of Pipestone Lake and its surrounding watershed. We aim to achieve this goal through collaborative efforts, educational initiatives, and advocacy. Our mission is to create a vibrant and sustainable environment that supports present and future generations, fostering a harmonious balance between human activities and the delicate ecosystems that sustain us.

2. The Association shall represent the interests and concerns of riparian owners.

Article III – Objectives

1. To promote environmental awareness and education among lake residents and the community.

2. To advocate for policies and practices that safeguard the ecological integrity of Pipestone Lake and its watershed.

3. To facilitate collaboration among stakeholders, including residents, government agencies, and local businesses, and address issues affecting the lake and its surrounding area.

4. To organize and participate in activities that promote conservation, recreation, and community engagement on Pipestone Lake.

5. To maintain communication channels to keep members informed about relevant issues, events, and opportunities for involvement.

6. To undertake projects and initiatives aimed at improving water quality, habitat preservation, and overall environmental health.

7. To encourage responsible use of the lake and its resources, while respecting the rights and interests of all users.

Article IV – Membership

1. Membership in the Association is restricted to riparian property owners on the lake. Other interested individuals or groups may join as Affiliate Members, referred to as Friends of the Lake. Examples of Affiliate Members include fishing clubs, commercial businesses, or individuals committed to the health and well-being of Pipestone Lake. All members enjoy the same rights and benefits within the Association, with the exception that Affiliate Members are not eligible to vote or hold elected office.

2. The term voting member is defined as either one person or one member of a family unit that owns property or multiple properties on the lake.

3. Each voting member of this association shall be equally privileged with all other Members in his or her voice and vote upon any policy or proposition presented by discussion for decision at any meeting of the Members, as provided by these bylaws.

4. Annual dues are based on the calendar year and payable at the beginning of each calendar year, but no later than April 1st of each year.  Members are delinquent if dues are not paid before April 1st of each calendar year, a delinquent member shall have no vote on any issue.

5. Any of the Association or Affiliate members who shall reflect discredit upon this Association may be removed from membership by a 2/3 vote of the then members in office of the Board of Directors of the Association.  Written notice shall be mailed to the member 30 days prior to any action to be taken by the board.  A hearing before the board shall be provided if requested by the member of the Association.

6. Members may withdraw from the Association by notifying the Secretary of the Association.

Article V – Duties of the Officers

1. The officers of this association shall be the President, Vice President, Secretary, and Treasurer.  Each officer must be a member of the Board of Directors.  No officer may hold more than one single office except the office of Secretary/Treasurer.

2. Officers shall be elected by a majority vote of the Board of Directors at a special organizational meeting to be held immediately following the annual members meeting and election of board members.  

3. Newly elected officers shall take office as of January 1st of the next calendar year.  Officers shall be elected for a one-year term that will end on December 31st and shall hold office until their successors are duly elected and qualified.

4. The President shall preside at all meetings of the Association and the Board of Directors and cast the deciding vote in case of a tie.

5. The Vice President shall assist the President in the performance of his or her duties in the absence of the President.  The Vice President shall preside at the meetings of the association and perform all duties of the President in his or her absence.

6. The Secretary shall keep the minutes of all meetings and maintain a record of the business of the association and the Board of Directors.  The Secretary shall provide the members with timely and informative notices of the regular meetings of the association action.  The Secretary shall notify board members of regular and special meetings and at least 10 days in advance of the meeting. 

7. The Treasurer shall keep an accurate record of all funds received by the association, which shall be deposited into the Association Bank account.  The Treasurer shall disburse funds as approved by the Board of Directors, which shall be by check from the Association’s account.  Checks shall be signed by one of the officers.

8. The Treasurer will make an oral report on the financial status of the association at each regular board meeting and a written statement of cash receipts and disbursements shall be prepared annually and made available to the membership at the annual meeting

9. A written copy of the financial status will be kept on file.

10. The Treasurer shall prepare an annual budget to be submitted to the board.

Article VI – Board of Directors

1. The Board of Directors is responsible for overseeing the affairs of the Association. Directors will serve in their roles without compensation.

2. The Board of Directors shall nominate one or more members for each vacant position on the board.  Additional nominations of members present at the annual meeting and willing to serve shall be taken from the floor.  All elections for the board shall be conducted by secret written ballot at each annual meeting.

3. There will be 9 members on the Board of Directors. 

4. During the Annual Members Meeting, three association members will be elected to serve as directors on the board of directors.  

5. The elected directors will serve a term of three years that will commence on January 1st following their election and hold office until their successors have been duly elected and qualified. 

6. The board of directors shall have the powers and duties as outlined in these bylaws.

7. Any vacancies occurring on the board of directors, regardless of the reason, shall be filled for the remaining term of the vacating director by a majority vote of the directors currently in office.

8. At regular or special meetings of the membership, members of the association may vote to remove one or more directors from the board by a majority vote of those present, including submitted proxies, with or without cause.

9. The first special meeting for a newly elected board member will be the organizational session of the board of directors, which takes place directly after the annual members’ meeting. This meeting is dedicated to structuring the board and selecting its officers for the upcoming year. Following this organizational gathering, a newly elected director should refrain from engaging in any board-related activities or assuming any board-related duties until the commencement of their new term on January 1st.

10. The first regularly scheduled board meeting shall be held in May of the calendar year following the election unless the directors choose to set a time and place for a special meeting of the board to be held between September and the regular May meeting.

11. Regular board meetings shall be held in May and September..  Notice of a regular meeting of the board of directors shall be given to each director via e-mail at least 10 days prior to the date of such meeting.

12. Special meetings of the board of directors may be called by the president or any two directors on 10 days notice to each director given by e-mail which notice shall state the time place and purpose of the special meeting.

13. A meeting of the Board of Directors requires a majority of directors to be present to conduct business. The decisions made by the majority of directors at such a meeting constitute the decisions of the entire Board unless a larger majority is specified by law, the articles of incorporation, or the bylaws. If a meeting lacks a quorum, those present may adjourn it, and any unfinished business can be addressed at the adjourned meeting without further notice. Directors who are unable to attend physically can participate by signing and concurring in the meeting minutes, and they are counted towards establishing a quorum

Article VII – Meetings

1. The annual meeting of members of the Association shall be held in September of each year.

2. Notification to members shall be by email or notice within a newsletter not less than 15 days before the meeting.

3. Special meetings of the membership may be called at the option of the President or when requested by any three members of the Board of Directors.  Non-members can request a special meeting by reaching out to three members of the board of directors to start the process.

4. Every Member shall be notified of such a meeting by email or news-letter at least 15 days before the time of such meeting.

Article VIII – Committees

1. All committees shall be appointed by the President and shall consist of an appropriate number of members designated by the President.

2. The Standing Committees shall be the Water Quality and Audit committees.

3. Ad hoc committees may be established by a majority vote of the Board of Directors as the need arises and will be automatically terminated at task completion.

Article IX – Order of business

1. All meetings of the membership and the regular Board of Directors shall include the following as necessary.

1. Call to order
2. Roll call of Board
3. Reading of minutes
4. Call for proxy votes
5. Treasurer Report
6. Report of officers
7. Report of Standing Committees
8. Report of Ad Hoc Committees
9. Unfinished business
10. New business
11. Adjournment

Article X – Amendments

1. These bylaws can be amended through a resolution endorsed by a 2/3 majority of the members of the Board of Directors currently in office. Before the final approval, the association membership must be informed of all proposed amendments and provided with 30 days to comment on the changes. The ultimate approval requires a minimum of a 2/3 majority vote from the members of the Board of Directors.

2. Any proposed amendment, along with its written notice, shall be provided to all board members at least 10 days before any regular or special board meeting.

Article XI – Finances

1. Dues for membership in the association shall be set by the Board of Directors.

2. All funds received shall be deposited to the Association account, deposits made by other than the Treasurer shall be recorded in detail in such record, and promptly forwarded to the Treasurer.

3. The Association shall operate fiscally from January 1st to December 31st of each calendar year an annual audit of the financial accounts of the association shall be made by the audit committee appointed to the President and approved by a majority of the Board of Directors.

4. The Audit Committee will comprise two Board of Directors members and one Association member who is not a director. The Association member will serve as the committee’s chairman, and the committee shall exclude the officers of the Association. 

Article XII – Voting

1. Voting shall be by voice or by roll call.

2. Vote as decided by the Chair of the meeting, any member of the Board of Directors may request.   A roll call vote on any motion or resolution to come before the board, at which time the Secretary of the Board shall call for a roll call vote of the Board of Directors.

3. Votes shall be recorded as yeas or nays.

4. If members are absent or if members abstain from voting and a vote on a motion results in no clear simple majority of that body, such as a tie or less than the majority of the entire body, then this situation shall be deemed and shall be recorded as no action taken.

5. Properly submitted proxies from members of  the board for one or more specific issues who are unable to attend, duly called meetings shall be given to the Secretary of the board.

6. A member entitled to vote in any meeting of the Association may appoint a proxy to vote on their behalf.   Only members in good standing may appoint a proxy. Proxies must be appointed before the meeting by submitting a written or electronic authorization.

7. Individual members or family unit members voting at the annual meeting are entitled to one vote.

Article XII – Dissolution

1. In the event of dissolution, all assets, real or personal, shall be distributed to organizations selected by the Board of Directors as our qualified as text exempt under section 501C7 of the Internal Revenue Code or the corresponding provisions of a present or future United States revenue law.

Article XIII – Indemnification of Directors and Officers

1. The Association will indemnify every director and officer against all reasonable expenses and liabilities, including counsel fees, incurred in connection with any proceeding they are involved in due to their position within the Association, except in cases where the individual is found guilty of willful misconduct. However, if reimbursement or indemnification is sought based on a settlement, it will only be granted if the Board of Directors, with the director seeking reimbursement abstaining, approves the settlement and reimbursement as being in the Association’s best interest.
2. This right of indemnification is separate from and in addition to any other rights the director or officer may have.