Association By-Laws

Clear Lake Association Bylaws – Updated Spring 2023

Article I Membership
Section 1 Qualification of Members
Membership on an annual basis shall be accorded to any person, group, agency, foundation, or association owning lakeshore property on Clear Lake in Aitkin County or property owners in Glen Township, and upon donation of annual dues payable June 1st. Membership shall always be open to all people.
Section 2 Dues
Dues shall be reviewed annually and the amount to be recommended by the Board of Directors and shall be voted upon at the annual meeting of membership.
Section 3 Regular Meetings
Two meetings of the Membership shall be held, once in the spring and once in the fall, with the fall meeting serving as the annual meeting of membership. A majority agreement of the Board of Directors will determine the exact date for the meetings. Official notice of membership meetings shall be made by letter or electronic communication and sent to the last address of record at least 15 days prior to the meeting date. Meetings shall be held at a location determined by the Board of Directors. Members in good standing (dues paid) shall each be entitled to one vote in the affairs of the association. There shall be no voting by proxy. Attendance of 20 percent of the membership shall constitute a quorum at a meeting of the membership.
Meetings of the Board of Directors shall be held in person or electronically, at locations within the State of Minnesota as determined by the Board of Directors. Meetings shall be held no less than twice during any year. Meetings may be called by the President of the association or by a majority of the board members. All Directors shall be notified of board meetings not less than five days prior to the meeting. No statement of purpose of the meeting is required except for the removal of a director. A quorum for meetings of the Board of Directors shall be not less than a majority of the board membership.
Section 4 Special Meetings
Special meetings of the Membership may be called by the President, or by a two-thirds majority of the Board of Directors, or upon a petition properly presented and signed by twenty percent of the association membership (in good standing). Notice of special meetings shall be given as provided for in Article I, Section 3, and no business other than that stated in the notice of special meeting shall be considered.
Special meetings of the Board of Directors may be called by the President or by a two-thirds majority of the Directors. Notice of the special meeting shall be given by mail 15 days prior to the special meeting of the Board of Directors and no business other than that stated in the notice of the special meeting shall be considered.

Article II Board of Directors
Section 1 Management of the Association
Management of the association shall be vested in a Board of Directors consisting of not less than 5 nor more than 9 persons who are members of the association.
Section 2 Election of Directors and Term of Office
A Director of this association shall be elected by members in good standing at the fall annual meetings of the association and shall serve for a two-year term. Elections are held biennially. Tenure of directors shall be limited to two consecutive 2-year terms. Eligibility for re-election is granted after leaving the board for a 2-year period.
Section 3 Compensation
Directors and officers shall not be compensated for their services except that they may be reimbursed for reasonable expenses incurred in the performance of their duties in behalf of the association.
Section 4 Discharge of Duties
Directors shall discharge their duties in good faith, and with diligence and care to promote and protect the interests of the membership.
Section 5 Vacancy
In the event a vacancy occurs on the Board of Directors, the remaining board members may appoint a replacement to fulfill the term.
Section 6 Removal of a Director
Board members at a duly constituted meeting may, by a two-thirds vote of those in attendance, and with or without cause, remove a director from office. A Director shall not be removed from office unless the notice of the special meeting at which removal is to be considered states such purpose. When a Director has been removed, the vacancy may be filled in accordance with provisions of Article II, Section 5.
Section 7 Board Action without Meeting
Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when the action taken is authorized by all the Directors.

Section 8 Attendance at Directors’ Meeting
All meetings of the Board of Directors shall be open to any member of the association in good standing, or by invitation of a Director.

Article III Officers
Section 1 Election of Officers
The officers of this association shall be a President, Vice President, Secretary, and Treasurer who shall be elected from the majority of members in good standing, every other fall meeting, or as needed.
Section 2 Duties of Officers
The President shall:
• Preside at all meetings of the membership and the Board of Directors.
• Sign with the Treasurer any contracts or other instruments, which the Board of Directors has authorized to be executed.
• Co-sign with the Treasurer any checks or expenditures of the association.
• Appoint association members to committees.
• Serve as or appoint the delegate to the Aitkin County Lakes and Rivers Association and attend such other meetings that are of concern to the association.
The Vice-President shall:
• Perform the duties of the president in the absence of the President.
• Assist the President with the overall operation of the association.
• Coordinate the activities of the standing committees and assist in their development.
The Secretary shall:
• Keep minutes of the meetings of the Board of Directors and the membership.
• See that all notices are duly given in accordance with the provisions of these by-laws or as required by law.
• Be custodian of the association records.
• Keep an accurate, up-to-date mailing list of Directors and Members.
• Perform all duties incident to the office of secretary and serve as the Registered Agent for the association.
The Treasurer shall:
• Have charge and custody of, and be responsible for funds of the association.
• Deposit all funds in the name of the association in such depositories as shall be selected by the Board of Directors.
• Handle the disbursement of funds of the association as may be ordered by the Board of Directors and co-signed by the President.
• Give a bond, if required, for the faithful discharge of duties in such sum and with such surety as the Board of Directors shall determine.
• Report the financial condition of the association to the Board of Directors and to the annual membership meeting.
• Work with the association auditing committee in reviewing the records and the accounts of the association.

Article IV Standing Committees
Section 1 Responsibilities and Appointment
Committees may be authorized by the membership to monitor, study and analyze current or potential problems and situations, which could threaten the ecology of the lake and the well-being of lakeshore owners. Committees, when authorized, shall be appointed by the President. It shall be the responsibility of the committee chairpersons to organize the committee members into a working group. The committees shall report and make recommendations to the Board of Directors and the membership on an annual basis or more often as may be necessary to activate corrective programs.
Section 2 Committees
The following committees may be appointed: ACLARA, Auditing, Boat Parade, Boat access monitoring, Community Spirit (T-Shirts), Email, Facebook, “Get the Lead out”, Hospitality, Instagram, Invasive species monitoring, Lake Shore Development, Loon watch, Membership, People powered Regatta, Road cleanup, Roads, Safety, Veliger Testing, Water Clarity, water levels, Water Quality, Website, Welcome, Wild life, 4th of July Parade, and such other committees as may be necessary.
Section 3 Amendments
The by-laws of this association may be amended at any meeting of the membership upon receiving a majority vote of membership present at such meeting subject to notice as required by Article I, Section 3.
The original by-laws were adopted August 31, 1991 at the annual meeting of the membership.
• Revision 2 – These by-laws were revised August 12, 1997 eliminating Sugar Lake notations.
• Revision 3 – These by-laws were revised August 5, 2006 to reflect current accepted practices.
• Revision 4 – These by laws were revised September 3, 2016 to allow for electronic communication notice of meetings.
• Revision 5 – These by-laws were revised March 24, 2023 to clarify “good standing” and various updates.