LITTLE MCDONALD-KERBS LAKE ASSOCIATION, INC.

ARTICLE 1

BOARD OF DIRECTORS

Section 1. Number and Election: The business of this Corporation shall be managed by a Board

consisting of nine directors. The members of the Board shall be elected by the membership

present and voting at the Annual Meeting of the Corporation to be held the third Saturday in

June. All members of the Board of Directors must be property owners on Little McDonald or

Kerbs Lake. No person shall be elected a Director who is not a paid-up member of this

Association. Any member of the Board of Directors whose membership expires and is

not paid up within 30 days of notification by the Board of Directors shall become ineligible for

membership on the Board of Directors and this position will be declared vacant. Such vacancies

shall be promptly filled by the Board of Directors by appointment to serve until the next

election.

Section 2. Term of Office: Three members of the Board shall be elected for three-year terms at

the Annual Meeting of the Association, replacing the vacancies created by expiring terms.

Directors may be elected for not more than three consecutive terms, but can be elected again

after a one-year absence.

Section 3. Ex-Officio Member: The current retiring President, providing that his/her Board term

has expired and he/she is not re-elected, shall remain as an Ex-Officio member of the Board.

This will be an advisory position only, without a vote, for a one-year term.

Section 4. Removal of Director: Any member of the Board of Directors who has not attended

four (4) consecutive meetings, provided they have received due notice of said meetings, will be

contacted by the Board and relieved of their position and the position declared vacant. This

vacancy shall be promptly filled by the Board of Directors by appointment, appointee to serve

until the next election. Extenuating circumstances will be acted on by the Board of Directors.

ARTICLE II

ELECTION OF OFFICERS

Section 1. Officers: Officers of this Corporation shall consist of a President, Vice President,

Secretary and Treasurer. No officer shall hold two offices.

Section 2. Method of Election: Corporate officers shall be elected by the Board of Directors from

among their own membership at the first board meeting following the Annual Association

Meeting.

Section 3. Term of Office: Officers of this Corporation shall hold their respective offices from the

close of the meeting at which they are elected for a period of one year and until their successors

are elected and qualified. Officers may be elected to the same office for not more than three

consecutive terms unless waived by the Board by a two-thirds vote of its directors.

ARTICLE III

DUTIES OF OFFICERS

Section 1. President: The President shall preside at all meetings of the Board of Directors and all

Membership meetings, regular or special, which occur during the term of office. The President

shall be the chief executive officer of the Corporation and supervise its work and activities.

Together with the Secretary, the President shall sign all corporate documents involving the sale

or acquisition of any property and all contracts or commitments duly approved by the

Corporation. Other duties pertinent to the office or authorized by statute shall also be

performed.

Section 2. Vice President: In the absence of the President, the Vice President shall preside at all

Directors’ meetings and meetings of the Membership. In the event of the resignation or inability

of the President to perform his/her duties, the Vice President shall assume the powers of the

President. The Vice President shall also perform such other special duties as may be assigned by

the President or the Board of Directors.

Section 3. Secretary: The Secretary shall keep an accurate record of the proceedings of all

regular and special meetings of the membership and minutes of all meeting of the Board of

Directors. The Secretary shall keep a file of all correspondence necessary to maintain the

business of this Corporation and shall maintain a complete and current list of the membership

of the Corporation. In the absence of the President and Vice President, the Secretary shall

preside at all Directors' meetings and meetings of the Membership. The Secretary shall also

perform such other special duties as may be assigned by the President or the Board of Directors.

The Secretary shall countersign with the Treasurer, checks for all obligations of the Corporation.

Corporation books maintained by the Secretary shall be open for inspection at all reasonable

business hours by any member of the Corporation.

Section 4. Treasurer: The Treasurer shall keep accurate records of the receipt and

disbursements of all moneys belonging to the Corporation and handled by it in its normal course

of business. At each regularly scheduled meeting of the Board of Directors, or of the

membership of the corporation, the Treasurer shall prepare and file with the Secretary a

complete and current Financial Report. The Treasurer shall keep an accurate and current record

of the dues status of the members of the Corporation and shall assume the supervision of all

membership drives and membership renewals. Together with the Secretary, the Treasurer

shall countersign all checks drawn on the accounts of the Corporation when the same have been

approved by the Board of Directors.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1. Time and Place of Meeting: There shall be no less than one regular meeting of the

membership each year. The time and place of such meeting shall be determined by the Board of

Directors, provided however, that the Annual Meeting shall be held the second Saturday of June

of each year. Special meetings of the membership may be called by the Board of Directors at

such time and place as they shall determine or upon the written petition of twenty members of

the Corporation, duly filed with the President who shall then call the special meeting as

requested.

Section 2. Notice of Meetings: Notice of the time and place of either a regular or special meeting

of the Corporation shall be given by publication of one notice in no less than one newspaper in

or adjacent to the area served by the Corporation. Such notice is to be given no less than 10 days

prior to the date of such meeting. Additional notices may be given by the Board of Directors in

such manner as the Board shall determine but no later than 10 days prior to each such meeting.

Notice of regular meetings shall not require specific notice of any business to come before the

meeting, but all notices for special meetings shall specify the specific items of business to be

brought before the meeting. Meeting notices to members who register an out of area address

shall be by mail to the last known address of record.

Section 3. Quorum: A Quorum needed in order to conduct business at the Annual Membership

Meeting and other regular or special meetings shall include no less than 25 paid Association

Members. (As defined in Article VI, Section 1.) A Quorum being present, all business of the

meeting may proceed to determination.

ARTICLE V

BOARD OF DIRECTORS MEETING

Section 1. Notice of Meeting: The Board of Directors of the Corporation shall meet at such time

and place as may be determined by the President or Vice President in the absence of the

President, or by written notice signed by five members of the Board of Directors. The Secretary

shall give written notice to all members of the Board not less than seven (7) calendar days prior

to the date of said meeting, such notice to be by mail, directed to the last known address of each

Board member. A member may waive in writing such notice requirement. Regular meetings of

the Board shall be decided by the Board at the first meeting held following the Annual Meeting

and include no less than four meetings per year to be held in May, July, September and

December of each year. The notice of the regular meetings of the Board need not specify the

items of business to be taken up at each such meeting, but the notice of any special meeting shall

specify the items of business to be brought before it.

Section 2. Quorum: Five members of the Board of Directors shall constitute the necessary

Quorum for the transaction of business.

ARTICLE VI

COMMITTEES

Section 1. Executive Committee: The President, Vice President, Secretary and Treasurer shall

constitute the Executive Committee of the Corporation. Other members of the Board of

Directors may be appointed to this committee. The Executive Committee may also appoint such

individuals as may be necessary to conduct the business of the Corporation. All members of the

Executive Committee must be paid-up members of the Association. The Committee may act on

behalf of the corporation 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 and special

Board Meetings called in part for that purpose. Three members of the Committee shall

constitute a Quorum for the transaction of business. Meetings may be called by the Chairperson

or by a request of three members of the committee. The Executive Committee shall have the

Treasurer's accounts audited annually and shall report therein to the Board of Directors.

Section 2. Nominations Committee: The Nominating Committee shall consist of the President

and three current Association members, appointed by the President on or before the first day of

May of each year. The Committee shall recruit a minimum of three candidates to replace the

three Board of Directors whose terms will expire. The committee shall notify the Secretary, in

writing at least thirty (30) days before the date of the Annual Association Meeting, of the names

of such candidates. The Secretary shall mail a copy of the slate of candidates for election to the

Board along with the notice of the date, time and place of the Annual Association Meeting to the

last recorded address of each Association member. The recommendations of the Nominating

committee shall be subject to additional nominations from the floor at the Annual Association

Meeting prior to the Director elections.

Section 3. Other Committees: Other committees not having and exercising the authority of the

Board of Directors in the management of the Corporation, including, but not limited to

committees on the environment, water quality and quantity, sewage, garbage disposal, water

safety, recreation, parks, police and fire protection, land use zoning and governmental affairs

may be designated by a resolution adopted by a majority of the Directors present at a meeting at

which a Quorum is present. Except as otherwise provided in such resolution, members of such

committee shall be members of the Corporation, or their agents, and the President of the

Corporation shall appoint the members thereof. Any member thereof may be removed by the

President whenever in the President's judgment the best interests of the Corporation shall be

served by such removal.

Section 4.Funds: Should any committee require funds for purposes of its work, the committee

shall make application to the Board of Directors in writing, with a full statement of the funds

required and the purposes for which the funds are to be expended and upon request of the

Board of Directors, the committee shall meet with the Board at any regular or special meeting

thereafter to review the request and secure approval of the same. No committee shall expend

any funds without prior approval of the Board of Directors and then only upon vouchers

submitted to the Treasurer of the Corporation, who shall make the disbursement on behalf of

the committee.

ARTICLE VII

VOTING PRIVILEGES

Section 1. Membership meetings: Prior to each meeting, the Secretary and Treasurer shall make

and certify to the President a current and accurate list of all paid members who will be entitled

to vote on any matter to come before such meeting. In the case of special meetings of the

membership, a similar list of members in good standing will be submitted to the President prior

to the meeting to determine voting eligibility. Each Little McDonald-Kerbs lakeshore household

shall be considered as one membership, thereby entitled to one vote.

Section 2. Director's Meeting: Each member of the Board of Directors, with the exception of the

immediate past President as an ex-officio member, shall be entitled to one vote on any matter

before the Board.

Section 3. Committees: Each member of any committee shall be entitled to one vote on all

matters determined by the committee.

Section 4. Balloting: Voting for the election of Directors at any membership meeting shall be by

written ballot. In addition, upon the request at such membership meetings of no less than five

(5) members of the Corporation, any matter then before the meeting shall be determined by

written ballot. On other matters before the membership, outcome shall be determined by voice

vote or show of hands. The election of officers of the Board of Directors shall be by written

ballot. All other matters before the Board of Directors shall be determined by voice vote or show

of hands. All matters determined by any committee shall be by voice vote or show of hand. All

voting results shall be determined by simple majority.

ARTICLE VIII

DUES AND ASSESSMENTS

Section 1. Dues: Members of the corporation shall pay annual dues which shall be in an amount

determined by the Board of Directors and approved at the Annual Meeting by vote of the

membership then present and voting. A Quorum (25 or more members) must be met before

such voting may proceed. Such dues shall be paid no later than 60 days following the Annual

Meeting and shall be paid to the Treasurer of the Corporation.

Section 2. Assessment: The Corporation shall have the power to levy special assessments upon

its members, but only when the amount of the assessment and the purpose for which it is made

shall have been approved by the Board of Directors, by vote of those present and voting and

further approved by the membership of the Corporation at a regular or special meeting. A

Quorum must be met in both instances.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 1. These by-laws may be amended by the membership of the Corporation at any regular

or special meeting of which due notice has been given and when such amendment has been

approved by a vote of those present and voting at such meeting. A Quorum must be met before

voting may proceed.

ARTICLE X

PARLIAMENTARY AUTHORITY

Section 1: Robert's Rules of Order as revised shall be the authority on all questions not covered

by these by-laws which shall arise at any regular or special meeting of the members, the Board of

Directors or any committee of the Corporation.

Revised June 2022.