Definitions
Section 1
(001) "Association" or "RRLE"
shall mean and refer to Wisconsin's Rock River Leisure Estates Homeowners'
Association, Inc., a nonprofit and non-stock corporation organized and existing
under Wisconsin Statues, Chapter 181.
(002) "RRLE Properties" shall mean and refer to all such existing property and additions thereto as set forth in the Declaration of Covenants and Rules of the Association.
Section 3
(003) "Lot" shall mean and refer to any
numbered lot shown upon any recorded final plat of RRLE Properties.
(004) "Common Properties" shall mean all association property.
(005) "Owner" shall mean and refer to the record
owner, whether one or more persons or entities, of a fee, or undivided fee,
interest or to a person or entity which has an interest as a contract purchaser
in any lot, other than common property, but shall not mean or refer to any
person or entity who holds such interest merely as a security for the
performance of an obligation.
(006) "Member" shall mean and refer to Owner who
is a member of the Association.
(007) "Board" shall mean and refer to the Board
of Directors of the RRLE Association.
(008) "Covenants and
Rules"
shall mean the Declaration of Covenants and Rules and any amendments, which are
recorded with the Recorder's Office of Rock County, State of Wisconsin, and
applicable as restrictions upon title to each lot in the development, along
with the final plat of the Development.
Section 9
(009) "Facilities" shall mean and refer to such items
as: water, roads, sewers, swimming pool, tennis court, ball diamond, recreation
building, boat dock and other recreational facilities, structures and lands
owned by the Association.
(010) "Park Manager" shall mean the person responsible
for the day to day operation of the park and who shall report to the President.
(011) "By-Laws" shall govern the internal conduct
of the Board and the Association.
(012) "Development" shall mean and refer to Wisconsin's
Rock River Leisure Estates and additions thereto.
(013) It
shall include all Lots, Common Property and Facilities thereto.
(014) "Rules" shall mean the rules and regulations
adopted and approved by the Board, as from time to time amended and then in
effect, for the use and enjoyment of common property.
(015)
"Director" shall refer to any person
serving on the RRLE Board.
(016) "Executive
Session"
shall mean any meeting of a deliberative assembly or a portion of a meeting
that the proceedings are secret.
(017) "Executive
Committee"
shall mean a specified number of Board Members, which shall have all or much of
the power of the Board between meetings.
(018) Further definitions necessary to
apply the Declaration of Covenants and Rules to these By-Laws are set forth in
the Declaration.
ARTICLE II
Location
(019) The principal office of the
Association shall be located at 530 E.
Ellendale Road, Edgerton, WI 53534.
ARTICLE III
Membership
(020) The Association shall have one class
of members, consisting of all owners of property in Wisconsin's Rock River
Leisure Estates.
(021) An owner ceases to be a member of
the Association only upon the termination of his interest in any and all lots
within Wisconsin's Rock River Leisure Estates.
(022) The
Association may not expel a member under any circumstances.
(023) Membership
rights and duties are not transferable.
Section 5
(024) Privileges of members may be
suspended only in accordance with the Declaration of Covenants and Rules.
ARTICLE IV
Membership Meetings
(025)
Place of Membership Meetings.
(026) Any meeting of the members of the
RRLE Association shall be held in Rock County, Wisconsin at such place therein
as may be stated in the notice of such meeting.
(027) The Annual Meeting of the RRLE
Association shall be held on the Saturday of Memorial Day Weekend.
(028) Special meetings of the RRLE Association may be called at any time by the President, the Vice-President, the Secretary, the Treasurer, or by any two or more members of the Board of Directors.
(029) A special meeting may also be called
upon the written petition of twenty-five (25%) of
the RRLE Association who have the right to vote at such special meeting.
(030) At a special meeting, no business
shall be conducted except that stated in the notice of said meeting.
(031) Notice
of Meetings of the RRLE Association.
(032) Written notice of the place, date
and hour of the meeting and, in case of special meeting, the purpose for which
the meeting is called, shall be delivered not less than twelve (12) days nor more than forty (40) days before the date of the meeting, either
personally or by mail, to each person entitled to vote at such meeting.
(033) If by mail, such notice shall be
deemed to be delivered when deposited in the U S Mail, addressed to the person
at his/hers address as it appears on the records of the RRLE Association, with
postage prepaid.
Section 5
(034) Any action that may be taken at an
annual, regular or special meeting of the members may be taken without a
meeting, if the corporation delivers a written ballot to every member entitled
to vote on the matter.
(035) Written ballots shall be valid only
when number of votes cast equals or exceeds the quorum required to be present
at a meeting authorizing the action.
(036) Quorum. A quorum at a special
meeting or the Annual Meeting shall be ten percent (10%)
of the members entitled to vote at such meeting in person or by proxy
and/or written ballot.
(037) The majority vote of the votes
entitled to be cast at any meeting at which a quorum is present shall be
necessary for adoption of any matter voted upon by the members unless a greater
proportion is required per ARTICLE V, Section 2
of these ByLaws.
ARTICLE V Voting
Procedures and Rights of
Members
Section 1
(038) Each
Owner has one vote in the Association.
(039) In the event of multiple lot
ownership by one person, said owner shall have no more than one (1) vote.
(040) In the event that any lot is owned
jointly or by several persons, only one (1)
vote shall be allowed for such property owner to be cast as agreed upon among
such joint owners.
(041) Unless otherwise provided herein,
the membership shall have the authority, consistent with the covenants, to
approve the following matters by voting in person, by proxy or written ballot.
(042) Changes in the covenants by a
three-fourths (3/4) vote of the membership
of the Association.
(043) Changes in the rules by a two-thirds
(2/3) vote of the membership of the
Association.
(044) Representation on the Board by a
majority vote of membership voting.
(045) Loans in excess of a total of $10,000.00 by a majority vote of membership voting.
(046) Mortgages by a two thirds (2/3) vote of the membership of association.
(047) The Budget approval 45 days prior to beginning of fiscal year by a
majority vote of membership voting.
(048) Capital improvements by three
quarters (3/4) vote of the membership of the
Association.
(049) Cap, spending cannot exceed $10,000.00 per item, beyond budgeted items, without
majority approval of members.
(050) Voting by a member may be in one of
the following ways:
1.
In Person or By Proxy
2. Written Ballot
(051) Proxy can be used for voting at any
corporate meeting of the members ( Declarartion of Covenants Article VII Section 5)
(052) A Member may vote his/her ballot on
the day of voting, unless voting is noted to be by mail.
(053) A ballot will be mailed or handed
out, no later than twenty-one (21) Calender
days prior to the voting due date, to all members.
1. Outer envelope marked "'Ballot
Enclosed"
2. A copy of all resumes (If Voting for Directors)
3.
Ballot showing what is being voted on.
4.
An unstamped return envelope marked:
Date (received by office)
(054) All Ballots must have the LOT # indicated
on the envelope and the envelope must be sealed and returned to the office
unopened and will be held in a secure ballot box and received prior to vote due
date.
(055) Nothing in these By-Laws shall
interfere with the right and duty of the Association to uphold the Declaration
of Covenants and Rules under which the Rock County Parks and Zoning Committee
has granted authority to establish Wisconsin's Rock River Leisure Estates, so
long as the Association is obligated to uphold the Declaration under its terms
and conditions.
(056) The purpose for which the
Association was formed is: To promote the health, safety and welfare of the
residents within the development, and such additions thereto as may hereafter
be brought within the jurisdiction of this association, as provided in the
by-laws, and for this purpose to
(057) own, acquire, build, operate and maintain recreation parks, playgrounds, swimming pools, -golf facilities, commons, streets, footway, including building structures, personal properties incident thereto hereafter referred to as "'Common Properties and Facilities";
(058) provide exterior maintenance for the buildings and grounds within the common properties;
(059) provide
garbage and trash collection;
(060) provide snow removal and street maintenance;
(061) maintain unkempt lands and trees;
(062) supplement
municipal services;
(063) fix
assessments or charges to be levies against the common properties
(064) enforce any and all covenants restrictions, or agreements applicable to the development;
(065) pay
taxes, if any, on the common properties and facilities;
(066) insofar as permitted by law to do
any other thing that in the opinion of the Board of Directors will promote the
common benefit and enjoyment of the residents in the development.
(067) The Association shall, in general,
provide for the protection of the values, amenities and qualities in the
development along with the maintenance, improvement and regulation of the
common properties therein.
(068) The Association shall have the right
to borrow money for the purpose of improving common properties, and in addition
thereto to mortgage said properties, but only to the extent authorized under
the recorded covenants and restrictions applicable to said properties.
Section 3
(069) The association shall have power to
dispose of its real properties only as authorized by the Declaration of
Covenants and Rules.
(070) Not withstanding any other
provisions, the Association may be dissolved only with the assent given in
writing of three-fourths (3/4) of the
membership of the Association.
(071) Upon dissolution of the association,
the assets of the association shall be dedicated to the appropriate public
agency as specified in the Declaration of Covenants and Rules.
(072) In the event that such dedication is
refused by the public bodies named therein, the assets shall be granted,
conveyed, and assigned to any non-profit corporation, association, trust or
other organization to be devoted to purposes as nearly as possible the same as
those of the corporation.
(073) No such disposition of the Association
properties shall be effective to divest or diminish any right or title of any
member vested in him/her under the Declaration of Covenants and Rules
applicable to the Properties unless made in accordance with provisions of this
By-Laws.
(074) The direction and administration of
the Association, and of all properties subject to any degree of control by the
Association shall be vested in a Board of Directors.
(075) The Board shall adopt such rules and
regulations relating to the use of Association property, and sanctions for
noncompliance therewith, as it may deem reasonably necessary for the best
interest of the Association and its members.
Section 3
(076) The Board has the authority to levy
fines and/or penalties for violations of By-Laws, Covenants and Rules and
Regulations.
(077) Committees
can only make recommendations to the Board.
(078) The Board of Directors shall consist
of seven (7) members, selected in the manner
consistent with the Declaration of Covenants and Rules, as well as, the
By-Laws.
(079) A director must also not be in
arrears of any payments or money owed the Rock River Leisure Estates or the
Rock River Leisure Estates Cooperative at the time of nomination and election
and throughout their term.
(080) The Board of Directors shall direct
and administer Association affairs under these ByLaws in accordance with the
Declaration of Covenants and Rules.
(081) All Directors shall be elected by
simple majority of the Membership voting either in person or written ballot.
(082) An election shall be held to elect
the seven (7) Directors when their terms
expire on the following schedule: Four (4)
members replaced one (1) year and three (3) replaced the next year.
(083) Any Association member interested in
running for the Board must submit his/her name to the Nominating Committee by
July Board Meeting.
(084) There shall be no more than one (1) person per lot eligible to be nominated or
serve on the board.
(085) At the July Board meeting,
nominations will also be accepted from the floor.
(086) The election of the Board of
Directors will be held on the Saturday of Labor Day Weekend.
(087) The newly elected officers will be
sworn in and assume office at the next regular membership meeting.
(088) Directors shall serve two-year (2) terms, but may be re-elected at the election of
the Board of Directors to be held on Saturday of Labor Day Weekend.
(089) If a mid term vacancy occurs, the
Board of Directors will follow the following procedure.
(090) Consult the last election results.
(091) That candidate, printed on the
ballot (not a write-in) who received the most votes but not elected should be
offered the directorship.
(092) Follow the same procedure until a
replacement is made.
(093) If no replacement is available the
Board can elect a replacement.
(094) This Director shall serve only till
the next election.
(095) If another year exists from that
vacancy, the members will elect the regular two (2)
year term directors and the one year term directors, if necessary.
(096) The candidates receiving the most
votes will be for the two (2) year terms the
next in-line will receive the one (1) year
terms, if needed.
(097) However, no person, so elected,
shall serve more than one (1) un-expired
term.
(098) No person either appointed or
elected shall serve more than two (2)
consecutive terms.
(099) If a vacancy occurs within two (2) months prior to next election, the seat will
remain vacant until next election.
ARTICLE VIII
Meetings of the Board of
Directors
(100) The Board shall meet on the Second
Saturday of scheduled months unless otherwise determined by the Board President
or other officer of the Board and agreed to by majority of all the Board.
(101) Meetings are to be held in the Loft
of Rock River Leisure Estates.
(102) Special meetings of the Board may be
called by any officer provided a majority of all on the Board agree and shall
be held at such place as the call or notice of the meeting shall designate,
provided a majority of all the Board agree, and such meetings shall be held at
such place as the call or notice of meeting designate.
(103) (Notice to be sent per Article 4, Section 4)
(104) While there may be discussions among the Board
members, no formal action or decision can be taken except at a scheduled
meeting of the Board unless deemed an emergency by the board.
Section 3
(105) Quorum. A simple majority of the
Directors on the Board shall constitute a quorum to transact business of the
Board, and the act of the majority of the Directors present at any meeting
shall be deemed to be the act of the Board.
(106) All Board Meetings will be open to
the membership except Executive Sessions.
ARTICLE IX
Officers
(107) The officers of the Association
shall be President, Vice-President, Secretary and Treasurer.
(108) The officers are selected from the
Board of Directors and chosen by majority vote of the Board.
(109) All officers shall hold office as an
officer of the Board, at the pleasure of the Board of Directors.
(110) Officers and Directors are expected
to be available for all Board Meetings.
(111) The President shall preside at all
meetings of the Board of Directors.
(112) He shall see that orders and
resolutions of the Board of Directors are carried out and all notes, checks,
leases, mortgages, deeds and all other written instruments are signed by a
designated member of the board.
(113) The President shall appoint
committees by Board approval.
(114) The Vice-President, in the absence
of the President, shall perform all the duties of the President.
(115) The Secretary shall record the votes
and keep the minutes of all proceedings.
(116) He/she shall sign all certificates
of membership.
(117) He/she shall, in cooperation with
the office administration, keep the records of the Association.
(118) He/she shall record in a book kept
for that purpose, the names of all Members of the Association together with
their addresses as registered by such Member.
(119) The Treasurer shall direct the
receivables and deposits, in appropriate bank accounts, all monies of the
Association.
(120) And, shall disburse such funds as
directed by the Board of Directors, within the limits of the Budget approved by
the membership.
(121) A resolution of the Board of
Directors shall not be necessary for disbursements made in the ordinary course
of business conducted within the limits of a budget adopted by the Board and
approved by the membership.
(122) He/She shall oversee the keeping of
the proper books of accounts of the Association.
(123) The books are to be maintained in
cooperation with a certified public accountant.
(124) He/she shall prepare, in cooperation
with the Audit Committee, an annual budget and an annual balance sheet
statement that shall be presented to the membership for approval by the
Membership.
(125) Any committee member may be removed
from office when, in the judgment of the Board, the best interests of the
Association will be served by such removal.
(126) A two-thirds (2/3) vote of the Board is required for
recommending a special membership meeting to remove a Director by majority vote
of membership voting.
Committees
(127) The
Standing Committees of the Association shall be as follows:
Nominating/Voting
Architectural
Audit
Maintenance
Covenant/By-Laws.
Boat Dock/ Shoreline/ Storage
Yard Regulations & Enforcement
(128) Unless otherwise provided herein,
each Standing Committee shall consist of a Chairman and two or more members and
shall include a Director as member.
(129) The committees Chairman shall be
appointed by the Board President, subject to the majority approval of the Board
of Directors voting.
(130) The committees shall serve for the
Calender year (January through December).
(131) The Board of Directors may appoint
such ad hoc committees as it deems desirable.
(132) Nominating/Voting Committee shall
obtain qualified candidates for the Board of Directors during the course of the
year.
(133) It is the responsibility of the
Nominating Committee to see that all resumes for all candidates are submitted
to the office prior to the July Board Meeting.
(134) Any candidates nominated from the
floor at the July meeting must have their resumes in the office by July 20th to be published in the August
Review.
(135) This committee shall be responsible
for submitting a list of at least five (5)
people approved by the Board to act as the Election Committee.
(136) They will verify that all ballots
are properly marked with lot number and in a sealed envelope, they will check
off each number from a master membership list to insure only one ballot per
property owner.
(137) The
envelopes will be opened and seperated from ballots.
(138) All
ballots will be reviewed to determine that the ballot is valid.
(139) This
committee will be the final determiner of validity of a ballot .
(140) Activities Committee shall advise
the Board of Directors on all matters pertaining to activities of the
Association and shall perform such other function as the Board in its
discretion determines.
(141) The
Activities Chairman must approve all activities.
(142) Any
permits, license, etc. are the chairperson's responsibility.
(143) Maintenance Committee shall advise
the Board of Directors on all matters pertaining to the maintenance, repair or
improvement of the Common Properties and Facilities of the Association
including storage yard and shall perform such other functions as the Board, in
its discretion, determines.
(144) Architectural Committee shall advise
the Board of Directors as to the design of improvements and amenities.
(145) It shall watch for any proposals,
programs, or activities, which may adversely affect the residential value of
the Properties.
(146) It shall advise the Board of
"RRLE Architectural Codes" and shall advise the Board of Directors
regarding Association action on such matters.
(147) Audit Committee shall supervise the
annual audit of the Association's books and approve the annual budget and
balance sheet statement to be presented to the membership for approval.
(148) The
treasurer shall be an ex officio member of the committee.
(149) Budget Committee shall assist the
Board of Directors, through the Treasurer, on matters pertaining to the
creation and preparation of the budget.
(150) All items pertaining to the budget
must be made known to the Treasurer and Board of Directors before the budget is
presented to the Membership for approval.
(151) Boat Dock, Shoreline & Storage
Yard Committee shall advise the Board of Directors on all matters pertaining to
Boat Slips & Storage Yard Rentals, Repair and Replacement of Association
owned Boat Docks, Ramps, Stairways, Shoreline & Storage Yard maintenance.
(152) Regulations and Enforcement
Committee shall advise the Board of all the published Rules and Regulations
regarding common property.
(153) The committee will be made up of at
least five members selected by the President and approved by the Board of
Directors.
(154) This committee will review all
disputes and/or disagreements not resolved by Park Manager.
(155) All unresolved complaints will be
forwarded to the Board of Directors for formal disposition.
(156) Covenants/By-Laws Committee shall
review the Covenant, By-Laws, Rules and Regulations and keep the Board of
Directors and Members updated on any suggested changes that would be required
to keep the Park and Membership current with standards and laws for a RV·Park.
(157) Each committee shall have the power
to appoint a subcommittee and may delegate to any subcommittee any of its powers,
duties and functions.
ARTICLE XI
(158) Payment of maintenance fee and
assessments.
(159) Maintenance fees are due on May 31st for the following year (June 1st to May 31st).
(160) Said fee may be paid in such
installments as determined by the Board of Directors.
(161) Any assessments shall be paid as
determined by the Board of Directors.
(162) Obligation to comply with Rules and
By-Laws.
(163) Each member of the Association shall
abide by the provisions of these By-Laws, as well as, any rules or regulations
adopted by the Board of Directors of the Association pursuant to these By-Laws.
(164) Failure to do so shall justify
imposing sanctions upon such member as determined by the Board within limits of
the Covenants.
ARTICLE XII
Miscellaneous
(165) Inspection of the Records.
(166) The membership register, the books
of account and approved minutes of all meetings shall be open to inspection
upon the written request of any member, at any reasonable time, for a purpose
reasonably related to his/her interest as a member.
(167) Annual Accounting.
(168) An annual report and account,
including a statement of all income and disbursements, shall be posted for
reviewing of the members not later than sixty (60)
days after the close of the association's calendar year.
(169) Inspection of By-Laws.
(170) The Association shall keep in its
office, for the transaction of business, the original or a copy of the By-Laws
as amended or otherwise altered to date.
(171) Conflict of Interest.
(172) The Corporation shall distribute to
each new Board Director, Committee Member as well as the RRLE Park Manager and
Office Manager a Declaration, which delineates any conflict of interest for
completion, execution and return by November 1
to the RRLE President.
(173) For any individual appointed to any
of the above positions during any interim period, such Declaration will be
presented to such individuals for completion no later than 30 days after their appointment.
(174) The Board President shall submit his
or her Declaration to the entire Board.
(175) If any such conflict or potential
conflict shall be first referred to the President of the Board who will then,
as may be required, cause any such conflict to be researched and thereafter
promptly brought before the Board of Directors for its consideration.
(176) Any Conflict involving the President
shall be researched and thereafter promptly brought to the Board of Directors
for its consideration.
(177) Only the Board has the right to
waive any conflict of interest.
(178) The Board shall develop necessary
forms and requirements to effectuate this provision.
(179) Failure to comply with these
requirements may be grounds to remove such an individual from their position
with RRLE.
(180) Proxies.
(181) At all corporate meetings of the
membership, each property owner may vote in person or by proxy.
(182) All proxies shall be in writing and
filed with the Secretary.
(183) No proxy shall extend beyond a period
of eleven (11) months, and every proxy shall
automatically cease upon sale by member of his interest in the Property.
(184) Corporate Seal
(185) The Association shall have no
Corporate Seal.
Section 1
(186) These By-Laws may be amended by a
majority vote of Association Members voting in person, by proxy and/or written
ballot, subject to the terms of Section 181.13
or other By-Laws requirements of the Wisconsin Statutes at the time of
alteration, provided that any matter governed by the Declaration of Covenants
and Rules applicable to the Properties may not be amended except as provided in
said Declaration.
(187) In the case of any conflict between
the Articles of Incorporation, Covenants, By-Laws and Rules, the Articles shall
control, and in the case of any conflict between the Declaration of Covenants
and Rules applicable to the Properties referred to in Section 1 and these By-Laws, the Declaration of Covenants
and Rules shall control.
(188) In matters relating to procedure
that are not outlined, the latest copy of Robert's Rules of Order by Robert
McConnell Productions will apply.
ARTICLE XIV
Incorporated by Reference
(189) The Declaration of Covenants and
Rules in its entirety, and not only to the extent specifically referred to in
these By-Laws, is hereby incorporated into and made part of these By-Laws of
the Association.
ARTICLE XV
Park Manager
(190) The Board of Directors hires the
Park Manager who in turn is responsible for the day to day operation of the
park including all employees and their responsibilities.
(191)
The Park Manager reports to the President of the Board.
(192) New By-Laws were written and
presented to the Board of Directors of Rock River Leisure Estates for approval
to replace any and all existing By-Laws.
(193) A motion was made by Alice Gruspier
to accept these new By-Laws as Presented.
(194) Motion was seconded by Nancy
Schlenz.
(195)
There are seven (7) Board Members present.
(196)
The Board members include:
1. Dick Ahrens
2. John Augustyniak
4. Alice Gruspier
5. Robert Haas
6. Nancy Schlenz
7. Marilyn Wirt
(197)
The motion was passed by unanimous vote.
(198) The above new By-Laws are duly
adopted by the Board of Directors of WISCONSIN'S ROCK RIVER LEISURE ESTATES
PROPERTY OWNER'S ASSOCIATION, INC. at the regular meeting on the 14th day of June 2003.