Club By-Laws

BYLAWS
Lake Kegonsa Sailors Club, Inc.
July 28, 2024

ARTICLE 1
PURPOSE

Lake Kegonsa Sailors Club, Inc. (the “Club”) is created and shall be operated exclusively for charitable and educational purposes to provide interested Lake Kegonsa sailors with instruction, assistance, mentorship and access to vessels in order to ensure safe and successful sailing experiences; to host and enable access to sailing events; and to facilitate or organize local community charitable events and donations, and at all times shall operate consistent with the requirements of 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”).

ARTICLE 2
MEMBERSHIP AND DUES

2.1 Members. The Club has two types of membership: adult membership and youth membership (the “Members”). Members of the Club shall be composed of those individuals who meet the qualifications of 2.2, agree to support the purposes of the Club, and meet other criteria that the Board of Directors may designate from time to time.

2.2 Eligibility. Any person who has an interest in sailing may register for membership by completing the Club membership application form and by paying any applicable initiation fee and/or annual membership dues as set forth in this Article 2.

2.3 Dues Assessment. Dues and initiation fees for Adult Members and Youth Members shall

be determined annually by the Board of Directors. Additional dues may be assessed by the Board of Directors to cover additional costs related to specific activities that are undertaken by the Club throughout the year. These dues and fees are subject to limitations set forth in Article 4.1 below.

2.4 Rights of Members.

(a) Adult Members. Adult Members are comprised of persons aged eighteen (18) or older. Each Adult Member is entitled to one vote.

(b) Youth Members. Youth Members are comprised of persons aged under eighteen (18). Youth Members shall have no voting rights.

2.5 Termination of Membership Rights. A Member’s right to vote and participate in Club events shall cease upon failure to pay dues or by resignation, expulsion, suspension, or death pursuant to § 181.0620, Wis. Stats.

2.6 Failure to Pay Dues. Annual Membership dues must be received by May 31 of each year to maintain membership for the membership year April1 through March 31. Annual Membership dues are not prorated for Member; a Member who joins after the membership year begins must pay dues for the full year upon application to the Club.

2.7 Expulsion. After a Member has been given thirty (30) days’ notice by the Commodore (or any two Directors) of intent to seek expulsion for a reason stated in the notice (other than nonpayment of annual membership dues) and the Member has been given an opportunity to be heard at a special meeting of the Board of Directors, a Member may be expelled by the vote of at least two-thirds (2/3) of majority of the Directors in office.

ARTICLE 3
MEMBERSHIP MEETINGS

3.1 Annual Meeting of Members. The Club shall hold one Annual Meeting of Members at a time and place to be fixed by the Board of Directors (typically after the summer sailing season, in the month of October or November). The purpose of the Annual Meeting of Members shall be for Members to elect Directors to fill expired terms and for the Commodore to give a review of the year’s activities.

3.2 Special Meetings. Special meetings of the Members may be held at the call or the request of the Commodore, a majority of the Board of Directors, or the request of at least twenty percent (20%) of the Adult Members. If Adult Members call the meeting, then the agenda must be submitted to the Board of Directors with the meeting notice. Notice of the time and place shall be given in sufficient time for the convenient assembly of the Members.

3.3 Attendance and Voting. The attendance at the Annual Meeting and any Special Meeting is open to all Adult and Youth Members. All matters submitted to the Members are determined by a majority vote of Adult Members present and voting, unless stated otherwise in these Bylaws. An Adult Member may vote in person upon all matters that may come before the meeting.

3.4 Quorum. Except as otherwise provided in these By-laws, the presence in person (or by proxy) of Adult Members who have at least twenty-five (25%) percent of the total voting power of the Adult Membership constitutes a quorum at all meetings of the Members.

3.5 Proxies. At all meetings of Members, each Adult Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting.

3.6 Conduct of Meetings. The Commodore shall preside over all meetings of the Members. The Secretary shall keep the minutes of the meeting and record all resolutions adopted at the meeting as well as all transactions occurring at the meeting. Robert’s Rules of Order Newly Revised shall be the authority governing all matters of procedure not covered by the Articles and By-laws.

3.7 Action by Written Consent. Member action may be taken without a meeting if at least two-thirds (2/3) of the Adult Members approve such action in writing.

3.8 Notice of Meetings.

(a) The Secretary (or Commodore) shall deliver to each Member a notice of each annual and each special meeting, stating the date, time and place of the meeting, and in the case of a special meeting, the purposes of the special meeting. The date of each annual meeting shall be published in the club calendar of events.

(b) Notice of a Member meeting shall be given not less than five (5) days, nor more than sixty (60) days, before the date scheduled for the meeting referred to in the notice.

(c) Whenever any notice whatsoever is required to be given under the provisions of the Nonstock Corporation Law of the State of Wisconsin or under the provisions of the Articles of Incorporation or the Bylaws of this Club, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

3.9 Action by Written Ballot. An action that may be taken on a regular, annual or special meeting of the Members may be taken by written ballot without a meeting in accordance with the procedures set forth in Wisconsin Statutes, Section 181.0708.

ARTICLE 4
BOARD OF DIRECTORS

4.1 General Powers. The management and operation of the affairs and properties of this Club are vested in the Board of Directors of the Club (“the Board”). The Board is responsible for planning, coordinating, communicating and managing all Club activities. The principal duties of the Board shall be to elect the officers of the Club, and to exercise general supervision and control over them, and to care for and manage the property, affairs, and business of the Club. The Directors shall have power to borrow money for the purposes of the Club and to acquire, sell, lease, mortgage, or otherwise dispose of any of its property, and to adopt bylaws for the Club and to alter, amend, suspend, or repeal the same, provided that any action regarding the bylaws shall not be repugnant to action taken by the Members of the Club in relation to the same and is subject to the following limitations.

(a) Borrowing Limit
The Club’s debt is limited to $500 without membership approval.

(b) Property Purchase Limit
Property purchase totaling more than $500 in any fiscal year requires membership approval.

(c) Membership Dues/Fees Limit
Annual dues, special dues and initiation fees that each exceed $100 annually require membership approval.

4.2 Number of and Criteria for Directors. The Board shall consist of no fewer than five (5) nor more than nine (9) persons (the “Directors”) who shall be elected pursuant to Article 4.4. The number of Directors shall be set from time to time by resolution of the Board. Only Adult Members are eligible to become Directors. Other qualifications for Directors and criteria for the selection process may be established from time to time by the Board.

4.3 Term. Each Director shall serve a term of three (3) years and shall serve until his/her successor is elected, with terms of office so arranged that approximately one-third of the Directors’ terms shall expire each year. There is no limit for successive terms of office. Vacancies on the Board that occur by reason of death, resignation, failure of qualification, or otherwise, between annual elections may be filled by election by the Board, but in no event will the number of Directors be fewer than five. These interim Directors will continue to hold office until the end of the original Director’s term.

4.4 Nominations and Election. Recommendations for director-nominees may be submitted by Members, incumbent Directors, officers, or any other interested persons, unless otherwise determined by the Board. The slate of director-nominees shall be presented to the Members at the Club’s Annual Meeting of Members. The Adult Members shall elect the Board from this slate of nominees or such other persons as it may wish to consider. Each Adult Member shall vote for the number of Directors to be elected. The nominees with the greatest number of votes are elected.

4.5 Removal of a Director.

(a) Any Director may be removed from the Board for any reason by a vote of two-thirds (2/3) of all Directors.

(b) The Members may remove a Director for any reason at a properly called Member meeting specified by Article 3 by the vote of at least two-thirds (2/3) majority of the Members
present.

4.6 Annual Meeting of Directors. The Club shall hold an Annual Meeting of Directors after the Annual Meeting of Members, at a time and place to be fixed by the Board. The agenda for the Annual Meeting of Directors shall include but not be limited to the following:

• Election of officers;
• Determination of general and fiscal programs and all other policies of the Association;
• Approval of the Treasurer’s Annual Report; and
• Establishment of the next fiscal year’s annual dues.

4.7 Regular and Special Meetings. Regular meetings of the Board shall be held at such times and place as the Commodore may designate. Special meetings of the Board may be called by the Commodore of the Club, or by at least two Directors of the Club at such time and place as the officer or Directors calling the meeting may specify and in accordance with the notice requirements of this Article 4.

4.8 Quorum. A two-thirds (2/3) majority of the Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a two-thirds (2/3) majority of the Directors are present, those Directors present may adjourn the meeting from time to time without further notice.

4.9 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board except where otherwise provided by law or by these By-laws. The presiding Director may participate in the meeting as desired including introduction of motions and voting on motions. Robert’s Rules of Order Newly Revised shall be the authority governing all matters of procedure not covered by the Articles and Bylaws.

4.10 Action Without a Meeting. In accordance with § 181.0821, Wis. Stats., any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by two-thirds (2/3) majority of the Directors entitled to vote with respect to the subject matter thereof, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds (2/3) majority of the Directors has the same effect as a two-thirds (2/3) majority vote and may be stated as such in any document filed with the Department of Financial Institutions.

4.11 Compensation. Directors will not be paid compensation for their services as Directors, provided that nothing herein contained will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Club in another capacity.

4.12 Meetings by Electronic Means of Communication. Members of the Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided, (1) all participating Directors may simultaneously hear each other during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.

4.13 Notice. Meetings must be preceded by at least forty-eight hours’ notice to each Director. A meeting at which the amendment or repeal of the Bylaws or the adoption of new Bylaws or the removal of a Director is to be considered requires seven (7) days’ advance written notice. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier. Notice may be given by E-mail.

4.14 Conflict of Interest. The Board shall comply with the Conflict of Interest Policy that is attached as Exhibit A, as amended from time to time.

ARTICLE 5
OFFICERS

5.1 Officers. The officers of the Club shall be one (1) Commodore, (1) Vice Commodore, (1) Secretary, and (1) Treasurer (the “Officers”). Officers shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors, or as may be prescribed from time to time by the Bylaws. The Board may provide for additional offices and prescribe the duties and elect the incumbents thereof. The Board may elect such other officers, as it deems desirable. Only the Commodore and Vice Commodore of the Club need to be Directors.

5.2 Election and Term of Office. At the Annual Meeting of Directors, the newly constituted Board shall elect the Officers of the Club. Officers shall be elected for one-year terms and shall serve until their successors are elected. Officers may be re-elected.

5.3 Removal. Any Officer may be removed from office at any time for any reason by a two- thirds (2/3) vote of all of the Directors.

5.4 Commodore. The Commodore is the chief executive officer of the Club. The Commodore’s principal duties shall be to preside at all meetings of the Members and of the Board, and, with the Board, to have general supervision of the affairs of the Club. The Commodore will have the necessary authority and responsibility for the administration of the affairs of the Club subject only to such Bylaws as may be adopted and such orders as may be issued by the Board. The Commodore will advise and make recommendations to the Board relating to the operation and long-range planning of the Club. The Commodore may sign with the Secretary or other proper officer of the Club authorized by the Board any deeds, bonds, contracts or other instruments which the Board has authorized to be executed, and shall perform all duties incident to the office of Commodore and such other duties as may be prescribed by the Board

5.5 Vice-Commodore. The Vice Commodore’s principal duties shall be to assist the Commodore in the performance of his/her duties and to discharge the duties of the Commodore in the event of the absence or disability of the latter.

5.6 Secretary. The Secretary’s principal duties shall be to countersign all deeds, leases and conveyances executed by the Club, and to keep a record of the proceedings of the Members and Board, and to safely and systematically keep all books, papers, records, and documents belonging to the Club or pertaining to its business as shall be required by the Board. The Secretary shall provide a copy of the minutes to each Board member following a Board meeting and to the general membership after the Annual Meeting of Members.

5.7 Treasurer. The Treasurer’s principal duties shall be to keep and account for all moneys, credit, and property of the Club which shall come into his/her hands, and to keep an accurate account of all moneys received and disbursed by him/her and proper vouchers for moneys disbursed, and to render such accounts, statements, and inventories as shall be required by the Board. The Treasurer shall provide to the Secretary a list of Members who have paid annual dues at least forty-five (45) days in advance of the Annual Meeting of Members.

ARTICLE 6
COMMITTEES OF THE BOARD OF DIRECTORS

The Club may have an Executive Committee and such other committees as determined by the Board. If the Executive Committee is formed, it shall consist of at least three (3) Directors and be comprised of only Directors. The Executive Committee shall have and may exercise, when the Board is not in session and without specific delegation, all of the powers of the Board in the management of the affairs of the Association, except action with respect to election of officers or the filling of vacancies on the Board or on committees.

Any other committee that does not consist entirely of Directors shall be chaired by a Director and include as many Members or volunteers as the Board desires. Any other committee that does not consist entirely of Directors shall have only the authority delegated to it by the Board.

ARTICLE 7
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

7.1 Contracts. The Commodore or Treasurer may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club. The Board may authorize any officer or officers, agent or agents of the Club, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

7.2 Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club, will be signed by such officer or officers, agent or agents of the Club and in such manner as is from time to time to be determined by resolution of the Board. In the absence of such determination by the Board, such instruments will be signed by the Treasurer and, if needed, countersigned by the Commodore or Vice- Commodore of the Club.

7.3 Deposits. All funds of the Club will be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board may elect.

7.4 Gifts. The Board may accept on behalf of the Club any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Club.

7.5 Books and Accounts. The Club will keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Club will cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.

7.6 Nondiscrimination Policy. The Club does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.

ARTICLE 8
INDEMNIFICATION

8.1 Indemnification. The Club shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify each Director and officer of the Club against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Club. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Club shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify any employee who is not a Director or officer of the Club, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Club. The Club may, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify, reimburse, or advance expenses of Directors, officers, or employees.

8.2 Limited Liability of Directors, Officers. Except as provided in Subsections (2) and (3) of Wisconsin Statutes Section 181.0855, a Director or officer is not liable to the Club, its members or creditors, or any person asserting rights on behalf of the Club, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a Director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:

(a) A willful failure to deal fairly with the Club or its members in connection with a matter in which the Director or officer has a material conflict of interest;

(b) A violation of criminal law, unless the Director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

(c) A transaction from which the Director or officer derived an improper personal
profit or benefit; or

(d) Willful misconduct.

8.3 Limited Liability of Volunteers. Except as provided in Section 181.0670(3), Wis. Stats., a volunteer (as defined in Section 181.0670, Wis. Stats.) is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:

(a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;

(b) Willful misconduct;

(c) If the volunteer is a director or officer of the Club, an act or omission within the scope of the volunteer’s duties as a director or officer;

(d) An act or omission for which the volunteer received compensation or any thing of substantial value instead of compensation; or

(e) Negligence in the practice of a profession, trade or occupation that requires a credential, as defined Wisconsin Statutes Section 440.01 or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.

8.4 Purchase of Insurance. The Club may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Club, to the extent that such director or officer is insurable and such insurance coverage can be secured by the Club at rates and in amounts and subject to such terms and conditions as shall be determined in good faith to be reasonable and appropriate by the Board of Directors of the Club, and whose determination shall be conclusive, against liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Club would have the power to indemnify him or her against such liability under the provisions of this Article VIII.

ARTICLE 9
FISCAL YEAR AND TERM YEAR

The fiscal year of the Club is the calendar year. The terms of the officers and Directors shall be the same as the fiscal year, unless otherwise determined by the Board.

ARTICLE 10
SEAL

The Club has no seal.

ARTICLE 11
OFFICES

The Club shall have and continuously maintain in this state, a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Wisconsin as the Board may from time to time determine.

ARTICLE 12
AMENDMENTS

12.1 By Members. These By-laws may be amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) majority of the total voting power of the membership, represented in person or written ballot at an annual or special meeting, provided that thirty (30) days’ notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered.

12.2 By Directors. These Bylaws may be amended by the Board at any meeting upon the vote of two-thirds (2/3) majority of the Directors then in office, provided that a statement of the nature of the proposed amendment is included in the notice of such meeting; but no Bylaw adopted or amended by the Members shall be amended or repealed by the Board unless the Bylaw adopted by the Member confers such authority upon the Board.

ARTICLE 13
DISSOLUTION

This Club shall be dissolved upon the affirmative vote of two-thirds (2/3) majority of the total voting power of the membership, represented in person or by written ballot at an annual or special meeting, provided that thirty (30) days’ notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered. The assets shall be distributed consistent with the Club’s Articles of Incorporation.

Adopted this 28th day of July, 2024.
Printed Name: Jeff Newquist
Officer Title: Treasurer