By-Laws of the Friends of the Sauk River, Inc.

Article I. Rules of Procedure.
Robert’s Rules of Order, Revised shall be the instrument used relating to all questions of procedure specifically described in the By-laws.

Article II. Membership and Dues.
Section 1. 	Any person or organization that is interested in the overall welfare of the Sauk River and its tributaries shall be eligible for membership in the Friends of the Sauk River organization.

Section 2. 	The annual dues of the Friends of the Sauk River shall be proposed by the Board of Directors and approved or revised by the voting membership, and are payable at the beginning of each calendar year. The fiscal year is from July 1 through June 30.

Article III. Meetings.
Section 1. 	A minimum of one (1) meeting shall be held for the general membership during the year.

Section 2. 	An annual General Membership meeting shall be held on a date between Memorial Day and Labor Day.

Section 3. 	Special meetings of the Organization or of the Board of Directors shall be held at the call of the President or by the majority vote of the Board of Directors.

Section 4. 	A quorum at a General Membership meeting shall consist of one-tenth of the total voting membership and is required to conduct organization business at any duly called meeting.

Section 5. 	A quorum at a Board of Directors meeting shall consist of one-third or more of the total number of elected or appointed directors of this organization and is required to conduct organization business at a duly called Board of Directors meeting.

Article IV. Board of Directors and Elections.
Section 1. 	The Board of Directors shall have full governing power of the Organization.

Section 2. 	Up to ten (10) and no less than four (4) Directors shall be elected at large by the Voting Membership.

Section 3. 	To be elected, payment of dues must be current. There can be only one (1) Director per membership.

Section 4. 	Election of Directors shall be at the annual General Membership meeting.

Section 5. 	The President of the Organization shall appoint a Nominating Committee consisting of three (3) or more members of the Organization. The Nominating Committee shall propose one (1) or more nominees for each vacancy for Director.

Section 6. 	Nominations may be made from the floor at the annual General Membership meeting. Nominations must be seconded to be considered.

Section 7. 	The vote for Directors shall be by secret ballot, except in uncontested elections, where it may be waived by a vote of the General Membership at the annual General Membership meeting.

Section 8. 	Directors are to be elected by all of the Voting Membership. A majority of votes cast is necessary to elect a Director (except, if there are three (3) or more nominees for a position, the candidate who receives the most votes is elected). In event of a tie for any position, the winner will be determined by a coin toss by the President.

Section 9. 	The term of office for each Director shall be three (3) years.

Section 10. 	Vacancies on the Board of Directors from death, resignation, inability to serve or abrogation of position shall be filled on an interim basis by the Board of Directors from the Voting Membership. At the next annual General Membership meeting, the vacancy shall be filled for the remainder of the Director’s term by a vote of the Voting Membership.

Section 11. 	Failure by a Director to attend at least one-half (1/2) of regular or special Board of Directors meetings for any period from one annual General Membership meeting to the next, shall require the question of the term of that Director to be decided by a vote of the Board at the next regular Board Meeting.

Article V. Officers and Terms of Office of Board of Directors.
Section 1. 	The Officers of the Organization shall be: President, Vice President, Secretary and Treasurer.

Section 2. 	The Officers shall be elected from the Board of Directors by the Board of Directors within ninety (90) days after the election at the annual General Membership meeting.

Section 3. 	Term of office shall be one (1) year.

Section 4. 	A vacancy in any office shall be filled by an appointment of a Board of Director’s member.

Article VI. Duties of the Voting Membership.
Section 1. 	Elect persons to serve on the Board of Directors.

Section 2. 	Vote on all questions presented at a General Membership meeting.

Article VII. Duties of the Board of Directors.
Section 1. 	Conduct all business of the Organization in the best interests of the General Membership.

Section 2. 	Report to the General Membership all pertinent business.

Section 3. 	Establish dates for the annual General Membership meeting and/or any special meetings of the General Membership and/or the Board of Directors.

Section 4. 	Propose annual dues and submit to members in attendance at the annual General Membership meeting.

Section 5. 	Appoint committees as needed.

Section 6. 	Directors shall receive no compensation for their services as Directors, but shall be entitled to reimbursement for reasonable expenses incurred on behalf of the Friends of the Sauk River as approved by the Board of Directors.

Article VIII. Duties of the Officers of the Board of Directors.
Section 1. 	The President shall preside at all meetings and serve as an ex-officio member of all committees.

Section 2. 	The Vice President shall assist the President in all matters of the Organization and act in the absence of the President.

Section 3. 	The Director(s) shall fill in any position as requested by the President.

Section 4. 	The Secretary shall write, distribute and file accurate records of the Organization, complete all necessary correspondence and report information to the Board of Directors.

Section 5. 	The Treasurer shall keep complete records of all monetary transactions having the approval of the Board of Directors.

Section 6. 	All checks, drafts or orders for the payment of money or other evidence of indebtedness issued in the name of the Friends of the Sauk River shall be signed by either of two designated officers. All checks, drafts, or orders amount exceeding an amount determined by the Board of Directors shall be issued only after prior approval by the Board of Directors.

Section 7. 	The Board of Directors may accept on behalf of the Friends of the Sauk River any contribution, gift, bequest, or devise for any purpose of the Friends of the Sauk River.

Article IX. Voting.
Section 1. 	Voting by the General Membership shall allow one (1) vote per voting membership on any questions presented for a decision.

Section 2. 	Voting by the Board of Directors shall allow one (1) vote per each Director present or by proxy by authenticated electronic communication on any question presented for a decision. A simple majority of those present is needed for approval of any question.

Article X. Committee(s).
Committees may be established by the Board of Directors or the General Membership. All committees shall have the approval of the Board of Directors.

Article XI. Amendments.
These By-laws may be amended at any General Membership meeting by a two-thirds (2/3) vote by the Voting Membership present, (provided that the proposed amendment is presented to all members at a minimum of two (2) weeks prior to the date when action is to be taken).

Article XII. Term of By-Laws.
Section 1. 	This document shall make null and void all other documents/instruments which are or have been ruling instruments of this Organization.

Section 2. 	These By-laws may be terminated or dissolved by a majority of voting members present at a duly authorized General Membership meeting. 

The undersigned certifies the adoption the above By-laws

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Mitch Bender									Date

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Bob Bjork									Date

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Jan Bjork									Date

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Coralee Fox									Date

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Kurt Franke									Date

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Gene Waldorf									Date

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Haven Wiegers 								Date