BY-LAWS OF THE LAKE GENEVA MANOR ASSOCIATION
LAKE GENEVA, WISCONSIN
(As Amended July 17, 2012)
ARTICLE I - ORGANIZATION
SECTION 1: The name of the corporation shall be the
LAKE GENEVA MANOR ASSOCIATION.
SECTION 2: The Board of Directors shall manage and supervise all the affairs,
property and effects of the Association and shall have the power to suspend or remove
from office any one of the Board of Directors for the violation of any of the by-laws or rules of the Association; to expel or suspend for cause any member of the Association in the manner provided for in these by-laws; to make, alter and maintain rules for the management and use of the property and effects of the Association; to fix and remit penalties for infractions of the by-laws or rules; to employ and authorize the employment of all employees of the Association and to fix their compensation. The Board of Directors shall have the full discretionary power to exercise all of the authority conferred upon it by the Articles of Incorporation and laws of the State of Wisconsin as made and provided.
SECTION 3: The location of the principal office of the Association shall be in the City of Lake Geneva, Walworth County, Wisconsin.
SECTION 4: Its corporate seal shall be a circular disk with the following words inscribed thereon, "Lake Geneva Manor" and the word "Wisconsin" and such other legend that may be required by law.
ARTICLE II - DIRECTORS
SECTION 1: The property, business and affairs of the Association shall be managed and controlled by a Board of Directors composed of seven (7) members.
SECTION 2: Each director shall be a member of the Association. Each director shall hold office for a term of two years. In the even-numbered years three (3) directors shall be elected. At the elections held in the year 1952 four (4) directors shall be elected for a two year term, and three (3) directors shall be elected for a one year term. After 1952 the term shall be as first stated.
SECTION 3: The directors shall be elected each year at the Annual Meeting of the Association.
SECTION 4: The newly elected Board of Directors shall hold an organization meeting immediately after the Annual Meeting of the Association. At this meeting, the Board shall elect each of the Executive Officers of the Association as named in Article V of these by-laws. The officers so elected shall hold their respective offices until a new Board of Directors is elected at the Annual Meeting of the Association or until their successors are elected and qualified.
SECTION 5: If the office of any director shall become vacant by reason of the termination of membership in the Association or by reason of death, resignation, removal or inability to act, then the remaining directors of the Board may elect a successor who, when elected, shall hold office for the unexpired term of the retired director.
SECTION 6: A meeting of the Board of Directors may be called at any time by the president or any two (2) members of the Board; notice of the time and place of the holding of any meetings of the Board shall be by mailing or telegraphing the same to each director at his/her post office address as the same appears upon the records of the Association, five (5) days or more before the date of the meeting. This notice may be waived.
SECTION 7: Any meeting, regular or special of the Board may be held at any place within or without the State of Wisconsin. Four (4) members of the Board shall constitute a quorum.
SECTION 8: The order of business to be followed at the meetings of the Association and at the meetings of the Board of Directors shall be as follows:
1. Roll Call
2. Reading of the minutes of the preceding meeting and action thereon.
3. Treasurer's report
4. Reports of committees
5. Unfinished business
6. Reading of communications and miscellaneous business
7. New business
ARTICLE III - MAINTENANCE ASSESSMENTS
SECTION 1: The Board of Directors shall annually prepare and submit to the membership of the Association at the Annual Meeting, a budget of the expenditures which it proposes to make for the ensuing year, for the purpose of maintaining, improving, policing, or preserving properties in which the property owners in LAKE GENEVA MANOR have common rights of usage and enjoyment, and for the purpose of maintaining the necessary organization of the Association.
SECTION 2: Upon adoption and approval of the annual budget by a majority of the Membership of the Association at the Annual Meeting or adjournment thereof, the Board of Directors shall be empowered to levy an assessment to be known as the Maintenance Assessment against all of the lots in Lake Geneva Manor, the ownership of which entitles the owners thereof to the use and enjoyment of the properties controlled by the Association, to declare the assessment so levied due and payable, to immediately following the Annual Membership Meeting notify lot owners thereof, and to collect the same. In the event that any assessment levied against any lot remains unpaid for a period of sixty (60) days from the date of such levy, the Board of Directors may, in its sole discretion, enforce such assessment as a lawful and valid lien by filing a claim for a maintenance lien against such lot or lots at any time within six (6) months from the date of the levy in the office of the Clerk of the Circuit Court of Walworth County, Wisconsin, and to foreclose such claim for maintenance lien in accordance with the statutes of the State of Wisconsin. In addition to the foregoing, the Board of Directors may, in its sole discretion, institute suit against any Member whose assessment remains unpaid for a period of sixty (60) days from the date of such levy in any court of competent jurisdiction and to take judgment against such Member for the full amount of he/she/its delinquent assessment.
Any costs, including, but not limited to, reasonable attorney’s fees incurred in the collection of assessments, fines, penalties, or other amounts owed by a Member shall be added to that Member’s assessment. Any assessments, fines, penalties, or other amounts owed remaining unpaid shall increase at a rate of 12% per annum.
SECTION 3: The procedure hereinabove provided for in Sections 1 and 2 of this Article III shall in all respects follow and be governed by Section 779.70 of the Revised Statutes of Wisconsin.
ARTICLE IV - MEMBERSHIP
SECTION 1: Any person purchasing or acquiring titles to one or more lots in the LAKE GENEVA MANOR subdivision in the City of Lake Geneva, whether by deed, descent, operation of law or by contract of purchase, shall ipso facto, become a member of the Association.
SECTION 2: Any renter of a residence in the Lake Geneva Manor Subdivision for a period of less than 90 consecutive days shall have no right to use of the Association Park, piers or other Association facilities, and shall be considered a trespasser of such Park. No renter of a residence in the Lake Geneva Manor Subdivision for a period of 90 or more consecutive days shall have the right to use of the Park, pier or other facilities of the Association unless and until the owner of the residence registers the name of such renter (or renters) with the Secretary of the Association and provides the Secretary with a copy of a written lease for such residence.
SECTION 3: Any member conveying, alienating or disposing of his/her property in the LAKE GENEVA MANOR subdivision in Lake Geneva, Wisconsin, either by operation of law or by the recording of a deed or conveyance, shall, ipso facto, cease to be a member of the Association.
SECTION 4: The Annual Meeting of the membership of the Association shall be held on the second Saturday in July in each year in the City of Lake Geneva, Walworth County, Wisconsin, in the meetings to be held at the hour and place determined by the Board of Directors.
The number of thirty (30) members, represented in person or by proxy, shall constitute a quorum at any regular or special meeting of the membership of the Association. If no quorum be present at the Annual Meeting, the presiding officer shall adjourn the meeting to another day and shall instruct the secretary to send notice by mail to the members in the manner provided in Section 5 of this Article. The said notice shall instruct the members of the failure to secure a quorum and call for their attendance at the adjourned meeting. Failing to secure a quorum at the adjourned meeting, the meeting so called shall be adjourned until the next Annual Meeting of the membership and the budget of the preceding year may then be adopted by the Board of Directors for the ensuing year.
SECTION 5: Special meetings of the members of the Association may be called at any time by the Board of Directors and shall be called upon written request of fifteen (15) property owners of the Association when said request is submitted to any officer or director.
SECTION 6: Notice of the time and place of all meetings shall be mailed to each member of the Association at his/her post office address as the same appears on the records of the Association or on the property tax assessment roll of Walworth County at least two (2) weeks prior to the date of the meeting.
SECTION 7: Members may be represented at all meetings by written proxy. All proxies must be filed with the secretary or treasurer of the Association before the meeting of the members of the Association is called to order. Proxies must be signed by the property owner and shall designate thereon who shall be entitled to vote the same. Proxies shall be good for a term of not more than six (6) months from date thereof and can be retracted upon written request of the signer of the proxy at any time prior to vote thereon.
SECTION 8: Every member of the Association shall be entitled to one vote at the meetings of the members irrespective of the number of lots which he/she owns in the LAKE GENEVA MANOR subdivision. Husbands and wives and co-tenants of property owned in the subdivision shall be entitled to one vote between them.
SECTION 9: The manner of voting by ballot or by a showing of hands shall be at the discretion of the presiding officer. A majority vote shall control except as to matters of amending the Articles of Incorporation.
SECTION 10: These by-laws and any hereafter adopted may be amended at any Annual Meeting of the members of the Association, adjourned session or at any special meeting called for that purpose.
ARTICLE V - OFFICERS
SECTION 1: The officers of the Association shall be President, Vice President, Secretary and Treasurer.
SECTION 2: The Board of Directors may appoint additional officers to carry out duties which it deems for the best interest and welfare of the Association.
SECTION 3: The principal duties of the President shall be to preside at all meetings, general or special, of the members, as well as of the Board of Directors, to have general supervision of the affairs of the Association and to execute all corporate instruments required by law to be executed by the president.
SECTION 4: The principal duties of the Vice President shall be to discharge the duties of the president in the event of the disability or unavailability, for any cause whatsoever, of the president.
SECTION 5: The duties of the Secretary are to: a) keep the minutes of the meetings of the membership and of the Board of Directors in one or more books provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; d) keep or arrange for the keeping of a register of the post office address of each member which shall be furnished to the secretary by such member; e) in general perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated to assigned to him/her by the Board of Directors.
SECTION 6: The duties of the Treasurer shall be to keep full and accurate accounts of the receipts and disbursements in books belonging to the Association, and to deposit all moneys and other valuable effects in the name and to the credit of the Association, in such bank depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Association as ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and directors, whenever they may require it, an account of all his/her transactions as treasurer and financial secretary, and the financial condition of the Association.
SECTION 7: All officers of the Association shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors, the president, or as may be prescribed from time to time by the by-laws.
SECTION 8: The officers and directors of the Association shall receive no compensation.
SECTION 9: Any director or officer of the Association who shall be made a party to any action, suit or proceeding, by reason of the fact that he/she is or was a director, officer, agent or employee of the Association, shall be indemnified by the Association against the reasonable expenses, including the attorney's fees actually and necessarily incurred by him/her in connection with such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceedings that such officer, director, agent or employee is liable for willful misconduct in the performance of his/her duties.
ARTICLE VI - COMMITTEES AND THEIR APPOINTMENTS AND DUTIES
SECTION 1: The Board of Directors, by majority vote of the full Board, shall appoint, each year, from the membership of the Association, the following standing committees:
Boat Pier Committee
Each committee shall consist of one (1) to five (5) members each; the committees so named shall be in charge of and be empowered to make rules pertaining to the operation of their respective departments, subject to the approval of the Board of Directors, and provided the rules do not conflict with the by-laws or amendments thereto.
SECTION 2: The Boat Pier Committee shall have charge of slips, ramps, and buoys located in the waters of Geneva Lake off the Association Park. This committee shall have charge of placement and assignment of such slips, ramps and buoys, and shall also have such other duties as are assigned it by the Board of Directors or under the Boat Pier Committee Policy and Practices adopted by the Board. This committee shall also have the duty to recommend changes in the Boat Pier Committee Policy and Practices, which recommended changes shall become effective upon the majority vote of the full Board of Directors.
SECTION 3: The Grounds Committee shall have charge of all grounds and physical property of the Association (other than the boat pier, which shall be administered by the Boat Pier Committee) and shall maintain and make additions or alterations to the roadways, parkways and any community property owned by the Association. It shall, with the approval of the Board, employ and have jurisdiction over the employees as may be necessary for the proper upkeep of the grounds and property pertaining thereto. Its chairman shall promptly report to the secretary in writing, all infractions of any of the by-laws or rules of the Association reported to him/her or otherwise coming to his/her knowledge. This committee shall have the power to adopt and enforce Rules and Regulations to govern use of the Association grounds and property, and will be responsible for the supervision of the lifeguard.
SECTION 4: The Finance Committee shall prepare and present at the Annual Meeting a proposed budget of anticipated receipts and expenditures for the ensuing year. The Finance Committee shall review the list of those delinquent in their assessments and make recommendations for enforcement or collection of the assessments, including the filing of a maintenance lien on property assessments which are 30 days overdue. This committee shall have general supervision of the finances of the Association.
SECTION 5: The Entertainment Committee shall plan and supervise all entertainment and such social functions as are authorized by the Board.
SECTION 6: The Board of Directors shall have power to appoint such other committee or committees as it may deem necessary or expedient for properly conducting the business and affairs of the Association, and may invest such committees with such powers as it may deem advisable.
SECTION 1: The Board of Directors, by the majority vote of the full Board, shall have the right to remove any member of any committee, or any officer of the Association, if the Board deems such member or officer is not fulfilling his or her duties properly. The Board of Directors, by the majority vote of the full Board, may also modify or suspend any rules, regulations or policies of any committee or officer of the Association.