Bylaws

BYLAWS

ARTICLE I

Definitions

         Section 1. “Association” shall mean and refer to the Dutch Hollow Lake Property Owners’ Association, Inc., a non-profit corporation organized and existing under the laws of Wisconsin.

         Section 2. “The Properties” shall mean and refer to all lots in Branigar’s Dutch Hollow Lake Subdivision, a subdivision in Sauk County, Wisconsin, according to plat thereof recorded with the Recorder of Deeds of Sauk County and such additions thereto as may hereafter be brought within the jurisdiction of the Association by annexation as provided in Article V, Section 2, herein. 

         Section 3. “Common Properties” shall mean and refer to parks, playgrounds, swimming pools, commons, streets, footways, including buildings, structures, personal properties incident thereto, and any other properties owned and maintained by the Association for the common benefit and enjoyment of the residents within The Properties.

 

ARTICLE II

Membership

         Section 1. Every person or entity who is a record owner of a a fee or undivided fee interest in any lot (or living unit) which is subject by covenants of record to assessment by the Association shall be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a member.

         Section 2. The rights of membership are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against each owner of and becomes a lien upon the property against which such assessments are mad as provided by Article VI of the Declaration of Covenants and Restrictions to which The Properties are subject, and recorded with the Recorder of Deeds of Sauk County, Wisconsin, a copy of which Declaration is filed with these By-laws.

         Section 3. The membership rights of any person whose interest in The Properties is subject to assessments under Article II, Section 2, whether or not he be personally obligated to pay such assessments, may be suspended by action of the Directors during the period when assessments remain unpaid; but, upon payment of such assessments, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the Common Properties and facilities, and the personal conduct of any person thereon, as provided in Article VIII, Section 1, they may in their discretion suspend the rights of any such person for violation of such rules and regulations for a period not to exceed thirty (30) days.

 

ARTICLE III

Voting Rights

         Section 1. The voting rights of members are as set forth in Article IV, Section 2, of the Declaration of Covenants and Restrictions.

 

ARTICLE IV

Property Rights and Rights of Enjoyment of Common Property

         Section 1. Each member shall be entitled to the use and enjoyment of the Common Properties and facilities as provided by Deed of Dedication and Article V, Declaration of Covenants and Restrictions, applicable to The Properties.

         Section 2. Any member may delegate his rights of enjoyment in the Common Properties and facilities to the members of his family who reside upon The Properties or to any of his tenants who reside thereon under a leasehold interest for a term of one year or more. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member to such person. The rights and privileges of such person are subject to suspension under Article II, Section 3, to the same extent as those of the member.

 

ARTICLE V

Association Purposes and Powers

         Section 1. The Association has been organized for the purposes as set forth in Article 3 of the Articles of Incorporation, a copy of which are filed with these Bylaws.

         Section 2. Additions to The Properties described in Article 12 of the Articles of Incorporation may be made only in accordance with the applicable provisions of the Declaration of Covenants and Restrictions.

Section 3. Subject to the applicable provisions of the Declaration of Covenants and Restrictions and to the extent provided by law, the association may participate in mergers and consolidations with other non-profit corporations organized for the same purposes as provided in Article 13 of the Articles of Incorporation.

Section 4. The right of the corporation to incur indebtedness and mortgage its properties shall be limited as set forth in Article 14 of the Articles Incorporation.

Section 5. The corporation shall have power to dispose of its real properties only as authorized by the applicable provisions of the Declaration of Covenants and Restrictions.

 

ARTICLE VI

Board of Directors

Section 1. The affairs of the corporation shall be managed by a Board of Directors who need not be members of the corporation. The first Board of Directors shall serve until their successors shall have been elected and qualify. Beginning with the annual meeting to be held on this second Saturday of April, 1972, the number of Directors shall be increased to nine and elected by the members, three of whom shall be elected to serve for one year, three for two years, and three for three years. At each annual meeting thereafter, the members shall elect three Directors each to serve for a term of three years.

Section 2. Vacancies in the Board of Directors shall be filled by the majority of remaining directors, any such appointed director to hold office until his successor is elected by the members, who may make such election at the next annual meeting of the members or any special meeting duly called for that purpose.

 

ARTICLE VII

Election of Directors; Nominating Committee; Election Committee 

Section 1. Election to the Board of Directors shall be by written ballot as hereinafter provided. At such election, the members or their proxies may cast, in respect to each vacancy as many votes as they are entitled to exercise under the provisions of the recorded covenants applicable to The Properties. The names receiving the largest numbers of votes shall be elected. 

Section 2. Nominations for the election to the Board of Directors shall be made by a Nominating Committee which shall be one of the Standing Committees of the Association.

Section 3. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each such annual meeting.

            Section 4. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members, as the Committee in its discretion shall determine. Nominations shall be placed on a written ballot as provided in Section 5 and shall be made in advance of the time fixed in Section 5 for the mailing of such ballots to members.

Section 5. All elections to the Board of Directors shall be made on written ballot which shall:

(a) Describe the vacancies to be filled;

(b) Set forth the names of those nominated by the Nominating Committee for such vacancies; and

(c) Contain a space for a write-in vote by the members for each vacancy.

Such ballots shall be prepared and mailed by the Secretary to the members at least fourteen (14) days in advance of the date set forth therein for return (which shall be a date not later than the day before the annual meeting or special meeting called for elections). 

Section 6. Each member shall receive as many ballots as he has votes. Notwithstanding that a member may be entitled to several votes, he shall exercise on any one ballot only one vote for each vacancy shown thereon. The completed ballots shall be returned as follows. Each ballot shall be placed in a sealed envelope marked “Ballot” but not marked in any other way. Each such “Ballot” envelope shall contain only one ballot, and the members shall be advised that, because of the verification procedures of section 7, the  inclusion of more than one ballot in any one “Ballot” envelope shall disqualify the return. Such “Ballot” envelope or envelopes (if the member or his proxy is exercising more than one vote), shall be placed in another sealed envelope which shall bear on its face the name and signature of the member or his proxy, the number of ballots being returned, and such other information as the Board of Directors may determine will serve to establish his right to cast a vote or votes presented in the ballot or ballots contained therein. The ballots shall be returned to the Secretary at the address stated in the ballad transmittal. 

Section 7. Upon receipt of each return, the Secretary shall immediately place it in a safe or other locked place until the date set for the annual or other special meeting at which the elections are held. On that day, the external envelopes containing the “Ballot” envelopes shall be turned over, unopened, to an Election Committee which shall consist of five members appointed by the Board of Directors. The Election Committee shall then adopt a procedure which shall:

(a)Establish that the number of envelopes marked “Ballot” corresponds to the number of votes allowed to the member or his proxy identified on the outside envelope containing them; and

(b) That the signature of the member or his proxy on the outside envelope is genuine; and

(c) If the vote is by proxy that a proxy has been filed with the Secretary as provided in Article VIII, Section 2, and that such proxy is valid. 

Such procedure shall be taken in such manner that the vote of any member or his proxy shall not be disclosed to anyone, even the Election Committee.

The outside envelopes shall thereupon be placed in safe or other locked place and the Election Committee shall proceed to the opening of the “Ballot” envelopes and the counting of the votes. If any “Ballot” envelope is found to contain more than one ballot, all such ballots shall be disqualified and shall not be counted. Immediately after the announcement of the results, unless a review of the procedure is demanded by the members present, the ballots and the outside envelopes shall be destroyed.

 

ARTICLE VIII

Powers and Duties of the Board of Directors

Section 1. The Board of Directors shall have power:

(a) To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4) of the voting membership, as provided in Article XII,  Section 2.

(b) To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any member, officer, or director of the Association in any capacity whatsoever.

(c) To establish, levy and assess, and collect the assessments or charges referred to in Article II, Section 2.

(d) To adopt and publish rules and regulations governing the use of the Common Properties and facilities and the personal conduct of the members and their guests thereon.

(e) To exercise for the Association all powers, duties and authority vested in or delegated to this Association except those reserved to the meeting or to members in the covenants.

(f) In the event that any member of the Board of Directors of this Association shall be absent from three (3) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which said third absence occurs, declare the office of said absent director to be vacant.

Section 2. It shall be the duty of the Board of Directors:

(a) To cause to be kept in complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or any special meeting when such is requested in writing by one-fourth (1/4) of the voting membership, as provided in Article VII, Section 2.

(b) To supervise all officers, agents and employees of this Association and to see that their duties are properly performed.

(c) As more fully provided in Article VI of the Declaration of Covenants and Restrictions applicable to The Properties:

(1) To fix the amount of the annual and special assessment against each slot for each assessment. At least 30 days in advance of such date or. And at the same time

(2) To prepare a roster of The properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any member, and, at the same time,

(3) To send written notice of each assessment to every owner subject thereto.

(d) To issue, or to cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid.

 

ARTICLE IX

Directors’ Meetings

Section 1. A regular meeting of the Board of Directors shall be held on the second Saturday of each month at 1:00 PM provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meeting.

Section 2. Notice of such regular meeting is hereby dispensed with. If the day for the regular meeting shall fall upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday and no notice thereof need be given. 

Section 3. Special meetings of the Board of Directors shall be held when called by any officer of the Association or by any two directors after not less than three (3) days notice to each director.

Section 4. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or whenever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and, if either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting, or any approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of the meeting.

Section 5. The majority of the Board of Directors shall constitute a quorum thereof.

Section 6. Any action required by law or these Bylaws to be, or which may be, taken at a meeting of the members or Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members or Directors, as the case may be entitled to vote with respect to the subject matter.

 

ARTICLE X

Officers

         Section 1. The officers shall be a president, a vice president, a secretary and a treasurer. The president and vice president shall be members of the Board of Directors.

         Section 2. The officers shall be chosen by majority vote of the directors.

         Section 3. All officers shall hold office during the pleasure of the Board of Directors.

         Section 4. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out and sign all notes, checks, leases, mortgages, deeds and all other written instruments.

         Section 5. The vice president shall perform all the duties of the president in his absence.

Section 6. The secretary shall be ex officio the secretary of the Board of Directors, shall record the votes and keep the minutes of all proceedings in a book to be kept for that purpose. He shall sign all certificates of membership. He shall keep the records of the Association. He 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 members.

Section 7. The treasure shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided however, that a resolution of the Board of Directors shall not be necessary for disbursement made in the ordinary course of business conducted within the limits of a budget adopted by the Board. The treasurer shall sign all checks and notes of the Association, provided that such checks a note shall also be signed by the president or the vice president.

Section 8. The treasurer shall keep proper books of account and may cause an annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year. He shall prepare an annual budget and an annual balance sheet statement, and the budget and balance sheet statement shall be presented to the membership at its regular annual meeting.

 

ARTICLE XI

Committees

         Section 1. The Standing Committees of the Association shall be:

                           The Nominations Committee

                           The Recreation Committee

                           The Maintenance Committee

                           The Architectural Control Committee

                           The Publicity Committee

                           The Audit Committee

Unless otherwise provided herein, each committee shall consist of a Chairman and two or more members and shall include a member of the Board of Directors for board contact. The committee shall be appointed by the Board of Directors prior to each annual meeting to serve from the close of such annual meeting until the close of the next annual meeting, and such appointment shall be announced at each such annual meeting. The Board of Directors may appoint such other committees as it deems desirable. 

Section 2. The Nominations Committee shall have the duties and functions described in Article VII.

Section 3. The Recreation Committee shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines.

Section 4. The 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, and shall perform such other functions as the Board, in its discretion, determines.

Section 5. The Architectural Control committee shall have the duties and functions described in Article VII of the Declaration of Covenants and Restrictions applicable to The Properties. It shall watch for any proposals, programs or activities which may adversely affect the residential value of The Properties and shall advise the Board of Directors regarding Association actions on such matters. 

Section 6. The Publicity Committee shall inform the members of all activities and functions of the Association and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of the Association.

Section 7. The 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 at its regular annual meeting as provided in Article X, Section 8. The treasurer shall be an ex officio member of the committee.

Section 8. With the exception of the Nominations Committee and the Architectural Control committee (but then only as to those functions that are governed by Article VI, Declaration of Covenants and Restrictions applicable to The Properties), each committee shall have power to appoint a subcommittee among its membership and may delegate to any such subcommittee any of its powers, duties and functions.

Section 9. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented.

 

ARTICLE XII

Meetings of Members

Section 1. The regular annual meeting of the members shall be held on the second Saturday of the month of April in each year at the hour of 1:00 o’clock P.M. If the day for the annual meeting of the members shall fall upon a holiday, the meeting will be held at the same hour on the first day following which is not a holiday.

Section 2. Special meetings of the members for any purpose may be called at any time by the president, the vice president, the secretary or treasurer, or by any two or more members of the Board of Directors, or upon written request of the members who have a right to vote one-fourth (1/4) of all the votes of the entire membership or who have a right to vote one-fourth (1/4) of the votes of the Class A membership.

Section 3. Notice of any meetings shall be given to the members by the secretary. Notice may be given to the members either personally, or by sending a copy of the notice through the mail, postage thereon fully prepaid to his address appearing on the books of the corporation. Each member shall register his address with the secretary, and notices of meetings shall be mailed to him at such address. Notice of any meeting, regular special, shall be mailed at least six (6) days in advance of the meeting and shall set forth in general the nature of the business to be transacted, provided however, that if the business of any meeting shall involve an election governed by Article VII or any action governed by the Articles of Incorporation or by the covenants applicable to The Properties, notice of such meeting shall be given or sent as therein provided.

Section 4. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action governed by these By-laws. Any action governed by the Articles of Incorporation or by the covenants applicable to The Properties shall require a quorum as therein provided.

 

ARTICLE XIII

Proxies

         Section 1. At all corporate meetings of members, each member may vote in person or by proxy.

         Section 2. All proxies shall be in writing and filed with the secretary. No proxy shall extend beyond a period of eleven (11) months, and every proxy shall automatically cease upon sale by the member of his home or other interest in The Properties.

 

ARTICLE XIV

Books and Papers

         Section 1. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any members.

 

ARTICLE XV

Corporate Seal

         Section 1. The Association shall have a seal in circular form having within its circumference the words: “Dutch Hollow Lake Property Owners’ Association” or an abbreviation thereof approved by the directors.

 

ARTICLE XVI

Amendments

Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of each class of members present in person or by proxy, provided that those provisions of these Bylaws which are governed by the Articles of Incorporation of this Association may not be amended except as provided in the Articles of Incorporation or applicable law; and provided further that any matter stated herein to be or which is in fact governed by the covenants and restrictions applicable to The Properties not be amended except as provided in such covenants and restrictions.

Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the covenants and restrictions applicable to The Properties referred to in Section 1 and these Bylaws, the covenants and restrictions shall control.

 

To download the official Covenants and Restrictions, Articles of Incorporation and Bylaws document, please click here.

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