What follows are the amended and revised Bylaws and Articles for Big Fish Lake Association, Sept 18, 2010
ARTICLES OF AMENDMENT
BIG FISH LAKE ASSOCIATION
The undersigned, being President of Big Fish Lake Association, a Minnesota nonprofit corporation (the “Corporation”), does hereby certify that the board of directors and a majority of the members of the Corporation have resolved to amend and restate the Articles of Incorporation pursuant to the Corporation’s Bylaws and Minnesota Statutes Sections 317A.133 in accordance with the following resolution:
Amendment and Restatement of Articles of Incorporation.
RESOLVED, that it is in the best interests of the Corporation to amend and restate its Articles of Incorporation;
FURTHER RESOLVED, that the Articles of Incorporation of this Association be amended and restated as set forth on the attached Exhibit A; and
FURTHER RESOLVED, that Jim Sand, President of the Association, be, and hereby is, authorized and directed to make and execute Articles of Amendment embracing the foregoing resolution and to cause such Articles of Amendment to be filed with the office of the Secretary of State of the State of Minnesota.
Dated: September 18, 2010
Big Fish Lake Association
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
BIG FISH LAKE ASSOCIATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
BIG FISH LAKE ASSOCIATION
These Amended and Restated Articles of Incorporation supersede the previous Articles of Incorporation as amended, and shall be the current Articles of Incorporation of the Corporation:
The name of this Corporation is BIG FISH LAKE ASSOCIATION (the “Corporation”).
Purposes [and Activities]
The Corporation is organized and shall be operated exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Sections 170(c)(2), 501(c)(3) and 2055(a) of the Internal Revenue Code of 1986, as amended (“the Code”). Within the limitations established by the preceding sentence, the Corporation is organized and shall be operated exclusively for the general betterment of Big Fish Lake in Collegeville Township, Stearns County Minnesota. In carrying out the purposes enumerated in this Article II, the Corporation shall participate in and promote best management practices intended to preserve and protect the ecology of Big Fish Lake and it’s environs for the benefit of the public and may do any and all other acts and exercise any and all other rights and powers which may be reasonably necessary, incidental, desirable or expedient in the accomplishment of such purpose.
The Corporation shall have those powers which are required by, and are consistent with, the purposes enumerated in Article II above, subject to limitations provided in applicable federal or state law or in its articles or bylaws. Within those limitations, the Corporation may: act on its own behalf or as the agent, trustee or representative of others; buy, lease, acquire, own, hold, improve, use, and deal in and with, real or personal property, or an interest in property wherever located; sell, convey, mortgage, create a security interest in, lease, exchange, transfer, or dispose of all or a part of its real or personal property, or an interest in property, wherever located; and exercise any other powers conferred on the Corporation by Minnesota Statutes Chapter 317A and by any future laws amendatory thereof and supplementary thereto.
Notwithstanding any other provisions of these Articles of Incorporation (“Articles”), the restrictions in this Article shall govern the activities of the Corporation.
The Corporation shall not engage in any activity which may not be carried on (a) by an organization which is exempt from federal income taxation under Section 501(a) of the Code by virtue of being described in Section 501(c)(3) of the Code or (b) by an organization contributions to which are deductible under Sections 170(c)(2), 2055(a) and 2522(a) of the Code.
The Corporation shall not directly or indirectly afford pecuniary gain, dividends or other pecuniary remuneration, incidentally or otherwise, to its directors, officers or Members, and no part of the net earnings of the Corporation shall inure directly or indirectly to the benefit of any private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and goods received, to provide indemnification and pay premiums for insurance protection without reimbursement to the full extent permitted or required by applicable law, and to make payments and distributions in furtherance of the purposes set forth in Article II of these Articles.
The Corporation shall not attempt to influence legislation as a substantial part of its activities and shall neither directly nor indirectly participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office, whether by the publishing or distributing of statements or otherwise.
The Corporation’s registered office in the state shall be located at 27736 Jessica Lane, Cold Spring, Minnesota 56320.
Board of Directors
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors shall consist of a minimum of seven and a maximum of nine individuals. To the extent consistent with these Articles and permissible under Minnesota Statutes Chapter 317A, the Bylaws of the Corporation shall specify the number, the term of office, method of selection, removal, powers and duties of the directors of the Corporation, the time and place of their meetings, voting rights, and such other regulations relating to the Board of Directors as may be desired. An action required or permitted to be taken at a Board meeting may be taken by written action signed by the number of directors that would be required or permitted to take such action at a meeting of the Board of Directors at which all directors were present; provided, however, that a Board of Directors’ action requiring Member approval may be taken by written action only if signed by all of the Directors then in office.
The current members of the Board of Directors shall serve until their successors are duly elected or their earlier death, resignation or removal.
The Corporation shall have two (2) class of Members as described in the Bylaws of the Corporation. The Bylaws of the Corporation shall specify the term of office, method of selection, powers and duties of the Members of the Corporation, the time and place of their meetings, the circumstances and manner in which a Membership may be terminated and such other regulations with regard to the Members as are desired.
No Personal Liability
The officers, directors and Members of the Corporation shall not be personally liable for the payment of any debts or obligations of the Corporation, nor shall any property of any officer, director or Member be subject to the payment of the debts or obligations of the Corporation.
No Capital Stock
The Corporation shall have no capital stock.
The Articles and Bylaws of the Corporation may be amended as set forth in the Bylaws of the Corporation subject to the members reserved right to approve such amendments as set forth in the Bylaws of the Corporation.
The Corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the Corporation, the Board or the officers acting under the direction of the Board, shall distribute the assets of the Corporation in the following order of priority: (1) assets received and held for a special use or purpose in accordance with the uses and purposes for which the assets have been received and held; (2) costs and expenses of the dissolution proceedings, including attorney fees and disbursements, and (3) debts, obligations, and liabilities of the Corporation. Any property remaining after the payment of its debts shall be transferred in such proportions as the Board of Directors of the Corporation shall determine, to one or more organizations which are exempt from federal income taxation under Section 501(a) exclusively for exempt purposes within the meaning of Code Section 501(c)(3), or to the State of Minnesota or any political subdivision or agency of the State for exclusively public purposes.
AMENDED & RESTATED
BIG FISH LAKE ASSOCIATION
Section 1. Registered Office . The registered office of BIG FISH LAKE ASSOCIATION (the “Corporation”) in the State of Minnesota shall be as stated in the Articles of Incorporation of the Corporation (the “Articles”), or such other place within the State as the Board of Directors may designate from time to time.
Section 2. Principal Office . The principal office of the Corporation shall be at 27736 Jessica Lane, Cold Spring, MN 56320, or at such other place as the Board of Directors shall designate from time to time. The business of the Corporation shall be transacted from the principal office, and the records of the Corporation shall be kept there.
a. Eligibility. All Big Fish Lake property owners are eligible to be regular members.
b. Privileges. Regular members shall be eligible for all rights and privileges as determined by the Board of Directors including the right to serve on the Board of Directors and vote at the annual and special meetings of the general membership.
2.2) Special Membership.
a. Types of Special Membership. Any individual who is not a property owner but has an interest in Big Fish Lake and an interest in the fulfillment of the purposes of the Corporation shall be eligible for special membership.
b. Privileges. Special members shall have the same rights and duties as regular members except a special member shall have no right to vote or to serve on the Board of Directors of the Corporation. A special member may serve as a member of any committee.
2.3 Admission to Membership. An individual who is eligible for a type of membership category as set forth above shall become a member upon payment of the dues, if any, specified by the Board of Directors for maintaining that membership.
2.4. Termination and Reinstatement. The membership of a person whose dues are not paid within the time specified by the Board of Directors shall be automatically terminated. Such membership may be reinstated upon payment of such dues or sums and upon such other terms and conditions as the Board of Directors may prescribe.
2.5. Dues. The Board of Directors shall establish dues for Regular Members and Special Members in amounts determined by the Board of Directors from time to time. Dues for any category of membership may be changed or waived at any time by resolution of the Board of Directors.
Meetings of Membership
3.1) Annual Meeting; (revised 6/8/2013) An annual meeting of this corporation shall be held on or about the second Saturday of June commencing July 2013.Repeorts on the activities and financial condition of the corporation shall be made . At this meeting, such other business as shall properly come before the meeting may be transacted. Notice of the date, time and place of such bi-annual meeting shall be mailed by the secretary to all members 15 to 30 days in advance thereof. Notice may also be published in the Cold Spring Record.
3.2) Special Meetings. Special meetings of the regular members may be called at any time by the President, by the Board of Directors, or by at least fifty (50) regular members or 10% of the regular members (whichever is less) requesting same in writing by petition filed with the President. The President shall thereafter direct the Secretary to give notice of the meeting, setting forth the date, time, place and purpose thereof, to be held no later than sixty days after receiving the request. If the President fails to give notice of the meeting within thirty days after the request was filed with the President, the person or persons who requested the meeting may fix the date, time and place of the meeting and give notice thereof in the manner hereinafter provided. If a special meeting is demanded by the members, the meeting shall be held in the county where the registered office is located. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting. Notice of the date, time and place of all special meetings shall be mailed to all regular members at least ten (10) days in advance of such meetings. Such notice shall state the object of the meeting and the subjects to be considered.
3.3) Emergency Meeting. Emergency meetings of the regular members may be called by the president upon request of a majority of directors of the Board of Directors. Notice of all emergency meetings shall be made electronically or telephonically to all regular members at least 48 hours in advance of such meetings. Such notice shall state the date, time, place, object of the meeting and the subjects to be considered.
3.4) Quorum. Twenty percent (20%) of the regular members shall constitute a quorum for the transaction of business.
3.5) Voting. Any action taken by the regular members shall be by majority vote of the regular members present unless otherwise specifically provided by these Bylaws. Each regular member shall be entitled to one (1) vote, not to exceed two (2) votes per property.
3.6) Proxy. Each member entitled to vote at any meeting of the members of this corporation may authorize another person or persons to act for him by a proxy signed by such member. Any such proxy shall be delivered to the secretary of such meeting prior to the time that the meeting is officially called to order. Unless otherwise indicated, a proxy shall be valid only for the meeting for which it is given. In any event, no proxy shall be valid after the expiration of one year from the date thereof. Every proxy shall be revocable at the pleasure of the member executing it.
4.1) General Powers. The management and direction of the business and affairs of the Corporation shall be vested in a Board of Directors. In addition to the powers conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all powers of the Corporation and perform all acts which are not prohibited to it by law, by the Articles of Incorporation of the Corporation or by these Bylaws, all as may be amended.
4.2) Number, The Board of Directors of the Corporation shall be composed of the immediate past President and current officers of the Corporation serving ex officio, and not less than three (3) members-at-large.
4.3) Qualifications. Directors may only be adult natural persons. Each director shall demonstrate their willingness to accept responsibility for governance and their availability to participate actively in governance activities. Directors shall be selected to bring a variety of interests and expertise to the Corporation.
4.4) Term of Office and Election. The Directors shall be elected by the regular members at the June bi-annual meeting of the corporation. The Board of Directors shall be divided into two (2) classes of Directors, based on the length of the term to be served by such Directors, so that the terms of office of approximately one-half of the Directors shall expire each year. The initial term of Class I Directors shall expire at the June bi-annual meeting of Members held in 2011; the initial term of Class II Directors shall expire at the June bi-annual meeting of Members held in 2012. Following expiration of the initial term of each class, the successor Directors of each class shall thereafter be elected for a term of two (2) years. A Director’s term shall expire at the June bi-annual meeting of Members at which the Director’s class must stand for reelection. The Directors shall each hold office for a two (2) year term beginning at the June bi-annual meeting at which such Director was elected unless a prior vacancy shall occur by reason of death, resignation or removal from office. All Directors shall have equal voting rights.
4.5) Vacancy. Vacancies on the Board of Directors caused by any reason other than expiration of term of office shall be filled by the Board of Directors. Any Directors appointed or elected to fill a vacancy shall hold such office for the remainder of the unexpired term of his or her predecessor and until his or her successor shall be appointed or elected and qualified. If there be a vacancy among the officers of the corporation or among the directors by reason of death, resignation, termination of membership, or removal as provided by law, or for absences for three consecutive meetings for reasons not acceptable to the Board of Directors, the corporation’s Articles of Incorporation, these Bylaws or otherwise, such vacancy shall be filled by election by the Board of Directors. The officer or director elected to fill such vacancy shall serve for the remainder of the term of the officer (s)he replaces. .
4.6) Resignation. Any Director may resign at any time by giving written notice of such resignation to the Secretary of the Corporation. Such resignation shall be effective upon delivery, unless a later date is specified in the notice.
4.7) Removal of Directors. A Director may be removed, at any time, upon the affirmative vote of a majority of all Directors of the Corporation then in office, excluding the Director proposed for removal, due to death, resignation, termination of membership, or absence from three consecutive meetings.
4.8) Removal of Directors by Members. At a special meeting called solely for that reason, the notice of which meeting shall have been given in writing to members of this corporation at least thirty days prior thereto and not more than fifty days prior thereto, a majority of the members may remove one or more directors from their term of office.
Meetings of the Board of Directors
5.0) Bi-Annual Meeting. The Board of Directors shall hold a bi-annual meeting immediately after the bi-annual meetings of the members. At each bi-annual meeting, the Board of Directors shall conduct such business as may properly come before it.
5.1) Regular Meetings In addition to the bi-annual meetings, the Board of Directors shall hold regular meetings at such place as determined by the President. If no place is determined, the meeting shall be held at the Corporation’s principal office. at such times and places as the Board of Directors, the President, or his or her designee, shall determine. At each regular meeting, the Board of Directors shall conduct such business as may properly come before the meeting.
5.2) Special Meetings. Special meetings of the Board of Directors may be called by: (a) the President, or (b) upon written request of any three (3) or more Directors of the Corporation. The meeting shall be held at such place as determined by the President. A person entitled to call a special meeting of the Board of Directors may make a written request to the Secretary to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held between three (3) and fourteen (14) days after receipt of the request to call a special meeting. If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was received by the Secretary, the person or persons who requested the special meeting may fix the time and place of meeting, and give notice thereof. If no place is identified, the meeting shall be held at the Corporation’s principal place of business.
5.3) Notice of Meeting. Not less than ten (10) days’ written notice of the annual meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors. Said notice shall include proposed agenda items, but the failure to include an agenda item in the notice shall not prevent action from being taken with respect to such item.
Not less than five (5) days’ written notice of a regular meeting and three (3) days’ written notice of a special meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors. No notice of any meeting, regular or special, need state the purpose of the meeting except as may be specifically required by these Bylaws or otherwise required by law.
Notice shall be delivered personally, sent by facsimile communication, sent by electronic mail, posted on an electronic network together with a separate notice to the Director of the specific posting, mailed, first class, postage prepaid, or such other methods as are fair and reasonable as determined in the sole discretion of the Secretary of the Corporation. Whenever written notice to Directors provides less than five (5) days’ prior written notice of the meeting, excluding the date of the meeting, reasonable effort shall be made to notify Directors by telephone of the meeting at the time of giving written notice, but the failure to contact any Director(s) by telephone shall not affect the validity of the meeting or any action taken at such meeting.
Any Director may waive notice of any meeting of the Board of Directors in writing before, at or after a meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless he or she objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting. The waiver shall be filed with the person who has been designated to act as secretary of the meeting, who shall enter the waiver upon the records of the meeting.
5.4) Quorum and Voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of Directors originally present leaves less than the proportion or number otherwise required for a quorum. At any meeting of the Board of Directors, except as otherwise provided in the Articles or these Bylaws, each Director present at the meeting shall be entitled to cast one (1) vote on any question coming before the meeting. Except as otherwise provided in these Bylaws, a majority vote of the Directors present at any meeting, shall be sufficient to transact any business.
Proxy voting shall not be permitted.
5.5) Rules of Procedure. The Board of Directors may adopt or establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Articles, these Bylaws or Minnesota law. In the absence of Board action the Chair of the Board of Directors may establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Articles, these Bylaws or Minnesota law.
5.6) Action without Meeting. An action required or permitted to be taken at a Board Meeting may be taken by written action signed by all the Directors. A written action is effective when it is signed by all of the Directors required to take the action unless a different effective time is provided in the written action. For purposes of this Section, an electronic signature satisfies the requirement of a signature so long as the electronic communication containing the electronic signature sets forth sufficient information from which the Corporation can reasonably conclude that the communication was actually sent by the purported sender.
5.7) Meeting Solely by Means of Remote Communication. Any meeting among Directors may be conducted solely by one or more means of remote communication, including electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis, through which all of the Directors may participate in the meeting, if the same notice is given of the meeting as would be required for a meeting, and if the number of Directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting in this manner constitutes presence at a meeting.
5.8) Individual Participation in Meetings by Means of Remote Communication. A Director may participate in a meeting of the Board of Directors by means of conference telephone, or by such other means of remote communication approved by the Secretary in his or her sole discretion, including electronic communication, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis, through which that Director and other Directors so participating and all Directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting in this manner constitutes presence at the meeting.
6.1) Number and Status. The Corporation shall have the following officers: (a) a president, (b) a vice president, (c) a secretary (d) a treasurer and (e) such other officers as may from time to time be elected by the membership. No person shall hold more than one corporate office at one time and all officers shall be ex officio directors of the corporation.
6.2) Election and Term of Office. The officers shall be elected by the regular members at the June bi-annual meeting of the corporation. The officers shall be divided into two (2) classes of officers, based on the length of the term to be served by such officer so that the terms of office of approximately one-half of the officers shall expire each year. The initial term of Class I officers shall expire at the June bi-annual meeting of members held in 2011; the initial term of Class II officers shall expire at the June bi-annual meeting of members held in 2012. Following expiration of the initial term of each Class, the successor directors of each class shall thereafter be elected for a term of two (2) years. A director’s term shall expire at the annual meeting of members at which the director’s Class must stand for reelection. The directors shall each hold office for a two (2) year term beginning at the annual meeting at which such director was elected unless a prior vacancy shall occur by reason of death, resignation or removal from office.
6.3) Removal and Vacancies. Any officer may be removed, with or without cause, at any time by the Board of Directors. A vacancy in any office shall be filled by the Board of Directors.
6.4) President. The President shall be responsible for the general and active management of the activities of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at meetings of the Board of Directors. The President, shall execute all contracts or instruments requiring an officer’s signature, unless the Board of Directors directs otherwise. The President shall have the general powers and duties generally vested in the office of a president of a corporation and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time.
6.6) Vice President The Vice President shall perform the duties of the president in the absence of the president and shall have such powers and perform such duties as the President may from time to time prescribe.
6.7) Secretary. The Secretary shall attend all meetings of the Board of Directors and be responsible for the recording of all actions and the minutes of all proceedings of the Board of Directors in a book to be kept for that purpose, and shall be responsible for all documents and records of the Corporation, except those connected with the office of the Treasurer. The Treasurer shall give or cause to be given any required notice of meetings of the Board of Directors and Members, and shall mail to all Directors within thirty (30) days after each meeting copies of all actions and minutes of such proceeding, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
6.8) Treasurer. The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall have custody of all funds and securities of the Corporation and shall disburse the funds as may be ordered from time to time by the President or the Board of Directors. When necessary and proper, the Treasurer shall endorse on behalf of the Corporation all checks, drafts, notes and other obligations and evidences of the payment of money payable to this Corporation, and shall deposit the same, together with all other funds coming into the Treasurer’s possession, in the Corporation’s accounts. The Treasurer shall keep full and accurate financial records for the Corporation, which shall be open at all times to the inspection of the Board of Directors. The Treasurer shall prepare a proposed annual budget prior to the June bi-annual meeting of the members and shall have such other powers and perform such other duties as the President may from time to time prescribe.
7.1) Committees. The Board of Directors may establish one or more committees as may be specified in resolutions approved by the affirmative vote of a majority of the Directors in office. Such committees shall have the authority of the Board of Directors in the management of the business of the Corporation to the extent provided in resolutions approved by a majority of the directors currently holding office. Such committees, however, shall at all times be subject to the direction and control of the Board of Directors.
7.2) Committee Procedures. The provisions of these Bylaws shall apply to committees and members thereof to the same extent they apply to the Board of Directors and Directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
[7.3).Nominating Committee. There shall be a Nominating Committee which shall consist of not less than three____ (3__) Directors. The Nominating Committee shall establish and maintain a process that ensures that the Board of Directors and Officers of the Corporation are comprised of individuals who are capable of overseeing the Corporation’s progress toward its mission and discharging the Board’s, the Officers and the Corporation’s responsibilities to its Members and the community. The Nominating Committee shall (1) nominate to the Board of Directors of the Corporation a candidate or candidates for election to the Board of Directors to fill an expiring term, vacancy or newly created directorship which position is to be filled by the Board of Directors, (2) nominate to the Board of Directors of the Corporation candidates for the officer positions to be filled by the Board of Directors, and (3) nominate candidates to such other positions as the Board of Directors may request.
8.1) Accounting Year. The accounting year of the Corporation shall be the calendar year.
8.2) Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by two officers of the Corporation.
8.3) 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, or other depositories as the Board of Directors may select.
8.4) Maintenance of Records; Audit. The Corporation shall keep correct and complete books and records of account and other records of activities of the Corporation as may be appropriate. All such other records shall be open to inspection upon the demand of any member of the Board of Directors.. The Board of Directors shall order an audit of all its resources and expenditures every three years. A full report of such audit and financial status shall be furnished at the next bi-annual meeting of the Members. This audit may be conducted by an auditing committee which committee shall be appointed by the Board of Directors and may be comprised of members of the association, members of the Board of Directors, or an accounting firm.
8.5) Dues, Payment. Annual dues shall be $25.00 per year. Annual dues may be changed by vote of a majority of the members at the June bi-annual meeting of members. Dues shall be paid in advance by July 1 of each year. If a member’s dues are not paid within 60 days of the due date, such member’s name may be stricken from the membership roll. Reinstatement shall be upon terms and conditions established by the Board of Directors. The Board of Directors may defer suspend, or reduce dues for a member on a case basis when requested by a Member due to hardship or lack of funds.
8.6) Corporate Seal. The Corporation shall have no corporate seal.
The Corporation shall indemnify its officers and Directors against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees, and disbursements incurred by such persons in connection with a proceeding in which they are or are threatened to be made a party by reason of their action on behalf of the Corporation. In order to avail themself of this indemnification provision however, a person must: (1) not already be indemnified by another organization in connection with the same proceeding and the same acts or omissions; (2) have acted in good faith with respect to the acts or omissions complained of; (3) have received no improper personal benefit; (4) in the case of a criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful; (5) in the case of a civil proceeding, have reasonably believed that he or she was acting in the best interests of the Corporation.
The Corporation’s Articles and these Bylaws may be amended only by the vote of a majority of the members. At the June bi-annual meeting of Members, the Board or any member may submit proposed amendments to these Bylaws for consideration by the membership. The Bylaws shall not be amended except upon providing each member with a copy of the proposed amendment at least thirty (30) days prior to the meeting at which the vote regarding the amendment shall be taken.
Big Fish Lake Association shall not discriminate based upon race, color, sex, age, national origin, disability, creed, religion, status with regard to public assistance, or marital status.
The undersigned, as Secretary of the Association, hereby certifies that the foregoing Amended and Restated Bylaws were adopted as the complete Bylaws of the Corporation by a majority of the membership of said Corporation on _____________________, 2010. Any previously adopted Bylaws shall no longer be in effect.