Bylaws
*Cinosam Club Corporation – BY LAWS – Adopted by Membership Vote – Aug. 1, 2009)*
ARTICLE I — GENERAL PURPOSE
Cinosam Club is both a Club and a legal Minnesota non profit corporation.
The General purpose of the Cinosam Club shall be: For social and recreational enjoyment, and to promote the interests and welfare of the Cinosam Club and its members:
To preserve the historic character and shared vision of Cinosam as a community of single family dwellings, both seasonal and permanent and to foster friendly community spirit.
To preserve The Club’s real and personal property for present members and future generations, thus improving member’s separate, personal real estate property values.
To maintain the Club properties, particularly the parks, docks, swimming areas, picnic areas, playground and all the other lands owned by the Cinosam Club, and waters it commonly occupies.
The Club shall seek to influence government officials to maintain the single family character and structural traditions of Cinosam and minimize taxes on corporate Club property.
The Club may acquire real and/or personal property by purchase, gift or otherwise and hold the same in its corporate name. Neither the board of Directors, the officers, nor the general membership in the annual meeting has the authority to dispose of real property of the Club.
ARTICLE II – MEETINGS
Section 1 Meetings of the Club shall be held upon the call of the President, or in his/her absence, or disability, by the Vice President of the Club. The annual meeting shall be held on the first Saturday of August of each year at the Gull Lake beach park in Cinosam (if inclement weather, at other designated Cinosam location).
Section 2 Meetings of the Board of Directors may be called monthly May-September, and otherwise as may be desired by the President (who chairs the Board of Directors), or in his/her absence or disability, a meeting may be called by the Vice President or by any three Directors. Times shall be announced at least seven (7) days in advance.
ARTICLE III BOARD OF DIRECTORS; ELECTION; LIMITATIONS
Section 1 The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and nine (9) additional Directors. The offices of the Secretary and the Treasurer may be held by the same person if the Club so elects. All officers are Directors.
Section 2 The officers and Directors shall be elected by secret (paper) ballot at the annual meeting. Public solicitation of candidates shall be posted by the first Sunday in June.
- a) Each paid membership shall have the right to vote, in accordance with Article V.
- b) Balloting shall be completed either by mail, or in person, at the annual meeting.
- c) Any Club member desiring to be a candidate for any Director’s office or position must notify the Club Secretary or Election Committee chairperson in writing, including his/her date and signature, not later than July 5 prior to the annual meeting. A person who has not paid dues by May 1 of the current year may not be a candidate for election at the annual meeting. If no person applies to be a candidate for a position, the President shall appoint at least three persons to draft a candidate(s) for the position and report no later than July 12 if such person is to appear on the ballot.
Section 3 In the event an office or Board seat is not thus filled or becomes vacant, the Board may elect a replacement. Resignations must be in writing, dated, signed and delivered to the President or Secretary in a timely manner. The Board may, by majority vote, remove any Board member for inactivity, or by two thirds vote, for disruptive, unethical or inappropriate behavior.
Section 4 The President, Vice-President, Secretary, and Treasurer shall be elected for a term of one (1) year, and the other Directors for a term of three (3) years, with three (3) Directors being elected each year.
Section 5 All members of the Board of Directors shall be voting members of the Board. Seven (7) members of the Board shall constitute a quorum unless two or more positions are unfilled, in which case a quorum shall consist of no less than five(5).
Section 6 There shall be no more than one (1) person from a member household/property serving as an officer or other Director at any one time.
ARTICLE IV DUTIES OF THE BOARD
Section 1 The Board of Directors is charged with the management of Club business, and has the authority to acquire and dispose of non-real estate Club property.
The Board shall appoint one or two persons to audit the Treasurer’s records annually. The Board shall appoint a committee to review the Club’s financial situation in each odd numbered year and make recommendations to the Board.
The Board shall instruct officers in their responsibilities, and specify in writing goals and functions for committee/group heads, for both existing and new committees/groups. The Board shall appoint either the President or another member of the Board to co-sign with the Treasurer for authorized funds in excess of $100 per expenditure. When authorized by the President or Board, lesser sums may be signed by the Treasurer alone and accounted for to the Board or President in a timely manner.
Section 2 The President shall: Preside at all meetings of the Club membership and Directors, shall have general supervision of all the affairs of the corporation, shall sign all written contracts of the corporation; shall have the power to authorize reasonable expenses to insure the continual maintenance and functioning of the Club. He or she shall perform all other such duties incident to the office. In case of the absence or disability of the President, these duties shall be performed by the Vice President.
Section 3 The Vice President shall assist the President in the performance of the duties of that office and shall perform the presidential duties upon the request, absence or disability of the President.
Section 4 The Secretary shall attend and keep the minutes of all business meetings; shall provide minutes promptly to all Board members, and for public posting; shall, with the President and other Directors, insure that all documents, notes, etc. are dated with the author’s signature or name noted prominently; shall hold copies of all current corporate records and papers; shall insure duplication of vital records and their safekeeping in at least two separate Club locations; shall be the keeper of the corporate seal; shall attest with his or her signature and impress with the corporate seal all written contracts of the corporation; shall perform all such duties as are incident to the office.
Section 5 The Treasurer shall receive all dues from the members, shall have custody of all monies and securities of the corporation; shall sign all checks of the corporation; shall keep regular books of account and shall submit them together with all vouchers, receipts, and records and other papers to the Club’s Board of Directors for their examination and approval as often as they may require, shall submit to the Secretary for inclusion in the minutes of each meeting a summary of the current status of the Club’s accounts, and shall perform all such other duties as are incident to the office, and shall submit all records at the close of each fiscal year.
Section 6 The Board shall cause to be created, and routinely and annually updated, an Operations Handbook for each officer, non-officer Board member, and one for each standing committee chair or current function, with the object of insuring reasonably consistent practices and procedures for succeeding chairs, officers and other Directors. The President shall insure appropriate persons have access to, are familiar with, maintain, and update as useful, the relevant handbook(s).
Section 7 The Board shall specify in writing goals for committee heads, including their respective responsibilities under the operational handbook for each.
STANDING COMMITEES shall include, but are not limited to:
SAC: boats, docks, Gull shore maintenance to hill base
CLARC (Cinosam Lakes Area Restoration Committee):
grounds/waters planning and initial implementation
Election: recruiting and administration
Maintenance: (multiple committees by location)
Events Planning and Management.: July 4, cleanups, etc.
Newcomers Welcoming
Financial Overview –odd numbered years
(long range planning; dues, taxation, and other monetary issues)
(Other committees are suggested in the Board members’ handbooks.)
ARTICLE V CLUB MEMBERSHIP, VOTING, DUES
Section 1 A membership shall consist of the currently paid up, dues-paying owner(s) of one (or more) property(ies) in Cinosam Club, Cinosam Tracts, and/or Cinosam Acres in Crow Wing County, Minnesota. Group, partnership, corporate, trustee, or other collective ownership arrangements are entitled to only a single voting membership. In no case shall more than one vote be allowed per owned dwelling, regardless of the number of owners. A single owner or nuclear family having multiple dwellings shall be entitled to only one vote. Multiple families sharing ownership may each pay dues, one per family, and be eligible for usual and customary Club privileges, but only a single vote.
Section 2 . Permanent and seasonal members have equal rights to vote and to customary uses of Club grounds and facilities for their families and guests.
A renter who pays the annual club dues or has dues paid for by the property owner receives a privilege of the Club properties, but may not vote in any general meeting of the Club. Renters are not eligible for boat slips.
Section 3 Dues are to be paid within the first thirty (30) days of the fiscal year—January 1 to December 31 and made payable to “Cinosam Club.”
Section 4 Dues amount, boat fees, and other special assessments shall be set at the annual meeting by a combined majority vote of those present and those voting by absentee ballot.
ARTICLE VI AMENDING BY LAWS
These By Laws may be amended at any annual meeting of the Club by a two-thirds majority vote of all voting members either by absentee ballot or in person, provided however that such proposed amendment in its entirety shall have been mailed to each member at his or her last known address at least fifteen (15) days prior to such meeting.
