Bylaws of Lake Lida Property Owners Association

August 2003

ARTICLE I - Membership

1. Membership in the organization shall be OPEN to all property owners on or adjacent to Lake Lida and South Lida. Any other interested persons will be associate members.

2. Members shall be entitled to all the privileges of the organization, including voting and holding office, except there shall be only one vote to each property, and only members in good standing shall be permitted to vote or hold office. Associate members will have no vote and will not hold office, but may serve on committees which may from time to time be named.

3. Members in good standing are those who have satisfied all payments and assessments due and owing to the Association. Any member who is sixty (60) days in arrears is not a member in good standing.

ARTICLE II - Board of Directors

1. The management of the affairs of the Association will be and is vested in a Board of Directors, whose term of office shall be for three (3) years, except of the original Board of Directors, with at least on third (1/3) of the Directors being elected each year. The number of Directors shall be at least twelve (12), but no more than twenty-one (21) in number.

2. Meetings of Directors: There shall be annually a meeting of the Board of
Directors following the Annual meeting of the Association and at a place decided upon by the Board. Special meetings may be called at anytime by the President, provided at least five (5) days written or phone notice is given to the Board members. Exception: The five day limitation notice may be waived by a vote of two thirds majority of those in attendance provided there is a quorum present and voting.

3. It shall be the duty of the Board of Directors to manage the affairs of the
Association and to approve all expenditures and to fix the amount of fees, dues, and assessments for the membership and to report annually to the membership the results and actions of the Corporation.

ARTICLE III - Officers

The officers of the Association shall be a President, one or more Vice Presidents as determined by the Board of Directors, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the wishes of the Board of Directors. No officers may hold more than a single office except the office of Secretary-Treasurer may be combined. Officers must be members of the Association to be qualified for service in their capacity.

1. The officers of the Corporation shall be elected from and by the Board of
Directors. Each officer shall hold office until a successor has been duly elected and qualified. The term of office shall be for one (1) year and shall begin on the day of election by the Board of Directors and expire at the next Annual Meeting of the Board of Directors.

2. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interested of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights if any, of the officer so removed.

3. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise; may be filled by the Board of Directors for the unexpired portion of the term.

4. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors in the absence of such specifications, each officer shall have the power and authority, and shall perform and discharge the duties as normally identified with the particular office.

ARTICLE IV - Meetings

1. The annual Meeting of the Corporation shall be held each year for the purpose of electing Directors.

2. Regular meetings of the Corporation may be held at a date, time, and place designated by the Board of Directors.

3. Special meetings may be held at the call of the President, the Board of Directors, or not less than twenty-five (25) of the owner members at a place designated by the Board of Directors.

4. Written or printed notice stating the place, date, hour, and purpose of any meeting of the members and report of the Nominating Committee, if any shall be delivered either personally or by mail to each member entitled to vote at such meeting, by or at the direction of the President, the Secretary or the Officers or persons calling the meeting. If mailed, their notice of meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at its address as it appears on the records of the Association with postage paid thereon.

5. Members hold five percent (5%) of the paid memberships which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting, member present may adjourn the meeting from time to time without notice.

6. On any matter in which a vote is required, such a vote may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE V - Committees

1. The officers of the Association, plus one (1) member of the Board of Directors selected by the Board annually at the Annual Meeting, shall constitute an Executive Committee. The committee may act on behalf of the Association in any manner when the Board of Directors is not in session, reporting to the Board of Directors for its ratification of committee action at such regular or special meetings called in part for that purpose. Three (3) members shall constitute a quorum for the transaction of business. Meetings may be called by the President or by three (3) members.

2. On or before the first day of May each year, the President shall appoint a Nominating Committee of not less than three (3) Board members, whose duty shall be to nominate candidates for those directorships to be elected at the next Annual Meeting of the Association. The committee shall present a slate of nominees to the Annual Meeting. The recommendations of the Nominating Committee shall be subject to additional nominations from the floor at the membership meeting prior to the Director elections.

3. Other committees not having the authority of the Board of Directors in the
management of the Corporation, including but not limited to committees on water quality, sewage and garbage disposal, water safety, police and fire protection, land use zoning, and governmental affairs may be designated by the Board of Directors. The President of the Association shall appoint the members thereof, and they may be either full or associate members. Whenever in his or her judgment, the best interests of the Association shall be served by their removal it shall be done.

4. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority, and shall perform and discharge the duties as normally identified with the particular office.

ARTICLE VI - Contracts • Checks • Deposits • & Funds

1. The Board of Directors may authorize any officer or officers, agent or agents of the Association in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association; and such authority may be general or may be confined to specific instances. No contractor obligation in excess of two hundred fifty dollars (250) shall be issued until and only after prior approval by the Board of Directors. Excess of two hundred fifty dollars (250) shall not be entered into by an officer or agent of the Association without prior approval of the Board of Directors.

2. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors such instruments shall be signed by the Treasurer. All checks, drafts, or orders must have prior approval by the Board of Directors.

3. All funds of the Association shall be deposited from time to time to the credit of the Association in a financial institution selected by the Board of Directors.
4. The Treasurer of the Association and any Assistant Treasurer and the Association officers shall serve without bond.

5. The Board of Directors may accept on behalf of the Association any
contributions, gifts, bequests, or device for any purpose of the Association.

ARTICLE VII - Meetings and Rules

All meetings of the Association whether of the membership, Board or Committee of either, shall be held and conducted in accordance with "Roberts Rules of Order."

ARTICLE VIII - Books and Records

The Association shall keep correct and complete BOOKS and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors, and committees shall keep a record giving the names and addresses of the owner members and associate members. All books and records of the Association may be inspected by any owner member or an agent or attorney for an owner member for any proper purpose at any reasonable time.

ARTICLE IX - Fiscal Year

The Fiscal Year of the Corporation shall begin on the first day of July in each year and end on the thirtieth day of June the next year.

ARTICLE X - Membership Fees

1. The Board of Directors shall determine from time to time the amount of annual membership fees payable to the Corporation by members of each class, and shall give appropriate notice to members.

2. Membership Pees for each year shall be due and payable on or before the date of the Annual Meeting. Fees for a new member will not be prorated from the date of becoming a member.

3. Whenever any member of any class is in default in the payment of a membership fee after the delinquent date set forth in Section 2 herein above, their membership shall lapse.

ARTICLE XI - Waiver of Notice

Whenever any notice is required to be given under the provisions of the Minnesota Statutes Annotated or under the provisions of the Articles of Incorporation or the Bylaws of the Association, as given thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, it shall be deemed equivalent to the giving of such notice.

ARTICLE XII - Amendment of Bylaws

These Bylaws may be altered, amended, or replaced and new Bylaws may adopted by a majority vote of a quorum of owner members present at any regular or special meeting.

ARTICLE XIII - Associate Directory

The Association membership may from time to time publish a directory of property owners on Lake Li da and South Lida.

The undersigned certifies the above Bylaws were adopted by the member of the Corporation on the 19th day of June, 1993.