By-Laws of the
Friends of the Sauk River, Inc.
Article I. Rules of Procedure.
Robertís 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
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. Up to fifteen (15) and no less
than four (4) Directors shall be elected at large by the
Voting Membership. [AMENDED General Membership Meeting,
February 24, 2014]
Section 3. To be elected, payment of dues must be
current. There can be only one (1) Director per
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 Directorís 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
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
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 Directorís member.
Article VI. Duties of the Voting Membership.
Section 1. Elect persons to serve on the Board of
Section 2. Vote on all questions presented at a General
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
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
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
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
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
on August 25, 2005
Downloadable Copy of the By-Laws