ARTICLES OF INCORPORATION
LOCH LOMOND BEACH CLUB, INC.
We, the undersigned natural persons of the age of twenty-one years or more, desiring to form a non-profit corporation under and by virtue of the provisions of the laws of the State of Wisconsin relating to the incorporation of non-profit corporations, do hereby adopt in duplicate the following Articles of Incorporation:
The name of this corporation shall be LOCH LOMOND BEACH CLUB, INC.
The duration of this corporation shall be perpetual.
The purposes for which this corporation is formed, and the same shall also be construed as powers of the corporation, are as follows:
To foster and maintain acquaintanceship and friendship among the members of Loch Lomond Beach Club, Inc. through social, sporting and recreational activities and events; and for these general purposes to purchase, accept or otherwise acquire, own and hold, construct, improve, develop, repair, maintain, operate, care for and/or dispose of community parkways, playgrounds, open spaces and recreational areas, tennis courts, beaches, floats, piers, clubhouses, swimming pools and/or swimming areas, bath houses, places of amusement, buildings, and in general community facilities appropriate for the convenience, entertainment, relaxation, use and benefit of its members
To care for any lots and plats in said property, to kill, destroy and/or remove from any said lots and plots brush, weeds, rodents, predatory animals, and any unsightly or obnoxious thing; and to take any action with reference to such lots and plots as may be necessary or desirable in the opinion of the board of directors of said corporation, to keep the property clean and in good repair; to make and collect charges therefor.
To acquire by gift, purchase, lease or otherwise, and to own, hold, enjoy operate, maintain, and to convey, sell, lease, transfer, mortgage and otherwise encumber dedicate for public use and/or otherwise dispose of, real and/or personal property wherever situated.
To enforce liens, charges, restrictions, conditions and covenants existing upon and/or created for the benefit of parcels of real property over which said corporation has jurisdiction and to which said parcels may be subject to the extent that said corporation has the legal right to enforce the same, and to pay all expenses incidental thereto.
To pay the taxes and assessments which may be levied by any public authority upon any of the said property now or hereafter used or set apart for community parks, parkways, playgrounds, open areas, tennis courts beaches, clubhouses, club buildings, places of amusement and/or recreation areas, or upon such other recreation spaces wherever situate as may be maintained for the general benefit and use of the owners of lots in said property, to pay taxes and assessments levied by any public authority upon improvements upon any of said property or areas so used are set apart or maintained, and 2 whether taxed or assessed as a part of said property or area or separately; and to pay taxes and assessments levied by any public authority upon any property which may be held in trust for said corporation.
To regulate and/or prohibit the erection, posting, pasting or displaying upon any of said property, of billboards and/or signs of all kinds and character; and to remove and/or destroy any such billboards or signs erected or maintained upon said property without the authority of said corporation as provided in such restrictions, conditions and covenants as may affect said property or any portion thereof.
To fix, establish, levy and collect annually such charges and/or assessments as may be necessary, in the judgment of the board of directors, to carry out any or all of the purposes for which this corporation is formed.
To expend the moneys collected by said corporation from assessments and charges and other sums received for the payment and discharge of costs, expenses, and obligations incurred by said corporation in carrying out any and all of the purposes for which said corporation is formed.
Generally, to do any and all lawful things which may be advisable, proper, authorized and/or permitted to be done by said corporation under and by virtue of any restrictions, conditions, and/or covenants or laws affecting said property, or any portion thereof (including areas now or hereafter dedicated to public use); and to do and perform any and all acts which may be either necessary for, or incidental to, the exercise of any of the foregoing powers or for the peace, health, comfort, safety and/or general welfare of owners of said property, or portions thereof, or residents thereon.
To have and enjoy all of the general powers of a non-profit corporation as are now provided by Wisconsin laws and as hereafter may be enacted.
Nothing contained in these Articles of Incorporation shall be construed as authorizing or permitting said corporation to own, manage or operate any real or personal property for profit. It is the intention and purpose that the business of said corporation shall not be carried on for profit either for itself or for the benefit of its members and wherever it is authorized to collect charges or assessments it shall have no power or authority to use said charges or assessments except as necessary to cover the actual cost or expense of the act, duty, power or transaction performed.
To have one or more offices at such place or places, either within or without the State of Wisconsin, as the board of directors may from time to time determine or the business of the corporation require. All of the foregoing purposes and powers are to be exercised and carried into effect for the purposes of doing, serving and applying the things above set forth for the benefit of all of the Plats of Loch Lomond, Barron and Washburn Counties, Wisconsin, and Lots 6 and 7, Lots 9 through 33, Lots 40 through 46, and Outlot A, Plat of Red Cedar Lake Shores, Barron County, Wisconsin.
This corporation shall at all times hereafter be a joint and mutual association of the incorporators, and such other persons as may hereafter be admitted to membership in accordance with the By-Laws, of the corporation, all of whom shall constitute but two classes of members, Regular Members and Associate Non-voting Members. Regular membership and certificates evidencing the same shall be inseparably appurtenant to lots or tracts owned by the regular members, and upon transfer of membership or contract for sale of any such lot or tract, membership and certificate of membership shall ipso facto be deemed to be transferred to the grantee or contract purchaser. No regular membership or certificate of membership may be transferred, assigned, or conveyed in any manner other than in the manner herein set forth. In the event of the death of a regular member, the membership or certificate of membership of such deceased member shall be and become the property of the personal representative of such deceased member upon appointment and qualification as such in a judicial proceeding and such personal representative shall have all of the rights, privileges and liabilities of such member until title shall be transferred or contracted to be transferred. Associate Non-voting memberships, and certificates evidencing the same, may be issued and privileges and rights granted thereby, and fees or dues established therefor, under such rules and regulations as the board of directors hereinafter mentioned may prescribe. The property in possession of this corporation shall be managed by the board of directors hereinafter mentioned and only alienated and disposed of in accordance with the ByLaws of the corporation. Regular members shall be entitled to cast one vote per lot but no more than one vote shall be cast per lot regardless of the number of owners thereof. Associate Non-voting members shall have no voting rights.
The address of the initial registered office of this corporation shall be 311 East LaSalle Avenue, Barron, Wisconsin, and the name of its initial registered agent is Gerald L. Liden, whose business address is identical with the registered office aforesaid, and who is a resident of the State of Wisconsin. The principal office shall be 311 East LaSalle Ave., Barron, Wis. and the registered agent shall be Gerald L. Liden of 311 East LaSalle Ave., Barron, Wis. 54812.
Notwithstanding any other provision of these Articles of Incorporation, there shall be no distribution of any of the funds or real or personal property or other tangible or intangible assets of this corporation or the proceeds thereof, whether surplus or not, to any regular or associate non-voting member or members, either during the existence of the corporation or upon its dissolution, whether as reimbursement for dues paid or for any other purpose; it being hereby expressly declared to be the intent of this Article, concerning which the Trustees and members shall have no discretion whatsoever, that in the event of dissolution of the corporation all of its funds and real and personal property and any other tangible and intangible assets which it then may have accumulated shall be dedicated and donated, delivered and conveyed without consideration or compensation to the Town of Cedar Lake, Wisconsin, for park and recreational purposes.
The number of directors constituting the initial Board of Directors of this corporation shall be three (3). The number of directors constituting the Board of this corporation which shall succeed the initial board, and of the members and qualifications of such boards thereafter, shall be as fixed in the By-Laws of this corporation; PROVIDED, that the number of members shall not be less than three (3). The names and addresses of the persons who are to serve as the initial directors are:
Lawrence C. Angell ---- 373 Highland Drive, Seattle, Washington
A.J. Hutton, Jr. ----9222 N.E. 14th, Bellevue, Washington
Delbert J. Sell ----Route 1, Box 96A, Coupeville, Washington
Names and addresses of each of the incorporators are as follows:
Lawrence C. Angell ---- 373 Highland Drive, Seattle, Washington
A.J. Hutton, Jr. ----9222 N.E. 14th, Bellevue, Washington
Delbert J. Sell ----Route 1, Box 96A, Coupeville, Washington
Loch Lomond Beach Club, In.
(As Amended and restated March 23, 2013)
Section 1. The corporation shall be conducted as a non-profit social and maintenance organization for the purpose set forth in the Articles of Incorporation and for the area of Barron and Washburn Counties, Wisconsin, described in Article III of the Articles of Incorporation.
Section 2. The purposes for which this corporation has been created may be altered, modified, enlarged or diminished by the vote of two-thirds of the Regular members, at an Annual Meeting or at any Special Meeting duly called for that purpose.
Section 1. The Regular membership of the corporation shall consist of and be limited to the incorporators and the owners or purchasers of lots in the area described in Article I of the Articles of Incorporation. The privileges and facilities of the Club shall be extended to the spouse and children of a member, if living in the member’s household, and may be extended to guests, under such rules and regulations as the Board of Directors may prescribe.
Section 2. Associate Non-voting memberships may be offered to the owners of Lots 1 through 5, Lot 8 and Lots 34 through 39, Plat of Red Cedar Lake Shores, or others, under such rules and regulations as the Board of Directors may prescribe.
Section 3. Memberships, other than those defined in Section 2 above, shall be inseparably appurtenant to the lots owned or being purchased by the members, and upon the transfer of ownership or the making of a contract for the sale of any such the membership appurtenant thereto shall be deemed to be transferred to the contract purchaser or grantee. No membership may be conveyed or transferred in any other way inter vivos. In the event of the death of a member, his membership shall pass in the same manner and to the same persons as does the real property itself.
Section 4. No membership, other than those defined in Section 2 above, shall be forfeited nor any member be expelled except for non-payment of dues, and no member may withdraw except upon transfer of title to, or upon contracting for the sale of, the lot to which his membership is appurtenant. No compensation shall be paid by the corporation upon any transfer of membership and no member whose membership is transferred shall be entitled to share or participate in any of the property or assets of the corporation.
Section 1. Annual Meetings of the Regular members of the corporation shall be held at the principal place of business of the corporation, or at such other place as the Board of Directors may elect, on the second Saturday in June of each year at Two O’clock P.M. Notice thereof shall be given by the Secretary in writing, postage prepaid, by U.S. Mail to the address of each member appearing on the books of the corporation, the mailing date thereof to be not less than ten days prior to the meeting. At such meeting the members shall elect Directors as herein provided and transact such other business as may properly come before them.
Special Meetings of the Regular members of the corporation may be called at any time by the President or a majority of the Board of Directors or by the Secretary upon receipt of written request therefor signed by Regular members owning at least ten percent of the lots within the jurisdiction of the corporation. Notice of a Special Meeting, stating the purpose thereof, shall be given by the Secretary to all Regular members in the same manner as notice is given for the Annual Meeting, except that it shall be mailed at least twenty days prior to the date of the meeting.
Section 3. At all Annual and Special Meetings of the Regular members of the corporation twenty members, present in person or by written proxy filed with the Secretary at or before the meeting, shall constitute a quorum for the transaction of any business appropriate to a members’ meeting. In the absence of a quorum, any meeting of the members may be adjourned from time to time by vote of a majority of those present, but no other business may be transacted. Members present at any duly called Annual or Special Meeting at which a quorum is originally present may continue to do business notwithstanding the withdrawal of members to the extent that less than a quorum may thereafter be present. A majority of the votes of the members constituting a quorum shall be sufficient to transact business unless a greater number of votes is required by law, the Articles of Incorporation, or these By-Laws with respect to some specified action.
Section 4. Regular members shall be entitled to cast one vote per lot owned or being purchased by them, but no more than one vote shall be cast per lot regardless of the number of owners thereof. The vote for any lot owned by a single marital community may be cast by either spouse without presentation of authority from the other, but if both are present it shall be cast by the husband. The vote for any other lot held or being purchased by more than one person under some other form of joint or several ownership may be cast by any one of such persons upon presentation of written authority by proxy from them in their absence.
Section 5. Associate Non-voting members may attend any Annual or Special Meetings of the Regular members of the corporation, but as spectators only, and shall have no voting rights. Notice of such Annual or Special Meetings shall be given to Associate Nonvoting members in such manner, form and means as the Board of Directors may prescribe.
Section 1. The corporate powers of this corporation shall be vested in and exercised by or under the authority of a Board of Directors. The number of Directors who shall manage the affairs of the corporation shall be seven. At any Annual or Special Meeting of the Regular members duly called for that purpose the members may increase or decrease the number of directors to not more than nine or less than three.
Section 2. There shall be three classes of Directors, to be known a Class One, Class Two and Class three, with two Directors in Class one, two Directors in Class Two and Three Directors in Class Three. Directors shall be Regular members in good standing and shall serve for terms of three years and until their successors are elected and qualified. The three year terms of the Directors, as classified, are measured from 1985 for Class One, 1986 for Class Two and 1987 for Class Three.
Section 3. In the event a Director other than an incorporator can no longer qualify as an owner or purchaser of a lot and ceases to be a member such person shall thereupon also automatically cease to be a Director and the office shall become vacant without the necessity of any action by the Board, which shall nonetheless spread that fact upon the minutes of its next meeting. Any vacancy occurring in the Board of Directors shall be filled by appointment by a majority of the remaining directors. A Director appointed to fill a vacancy shall hold office until the next Annual Meeting of the members, at which time they shall elect a Director to fill the unexpired balance of the term, if any, of the office in which the vacancy occurred.
Section 4. The Board of Directors shall meet at least four times in each year, and shall hold an Annual Meeting immediately following the Annual Meeting of the members on the second Saturday in June. Special Meetings of the Board may be called at any time by the Secretary, the President or a majority of the Board. The secretary shall give each Director notice personally, verbally, or by mail or telephone or wire of all regular and special meetings sufficient to enable such Director to attend, and in any case at least one day in advance. A written Waiver of Notice signed by any Director, whether before or after the time fixed in the required notice, or the presence of the Director at the meeting without formal objection on the ground of want of notice, shall be deemed the equivalent of the required notice for all purposes.
Powers and Duties of Directors
Section 1. Subject to any limitation in the Articles of Incorporation and these ByLaws, and the laws of the State of Wisconsin, all the business and affairs of the corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, and subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers and duties:
(a). To elect and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may be consistent with the laws of Wisconsin, the Articles of Incorporation and these By-Laws, fix their compensation, if any, and require from them security for faithful performance.
(b). To cause to be kept a complete record of all minutes and acts and to 8 present a full statement to the regular Annual Meeting of the members, showing in detail the condition of the affairs of the corporation.
(c). To fix the annual dues of the Regular members of the corporation as provided in the Declarations referred to in Section 1 of Article IX of these By-Laws, and as provided elsewhere in these By-Laws.
(d). To appoint an Architectural Planning and Zoning Committee of not less than three nor more than five members, for the purpose of carrying out and enforcing the covenants, restrictions, terms and conditions of the Declarations referred to in Section 1 of Article IX of these By-Laws. At least two-thirds of the members of the Committee shall at all times be incorporators or other Regular members of the corporation; and any other persons appointed to the Committee shall be either architects or civil engineers duly licensed to practice as such by appropriate public authority. This shall be a Standing Committee, of which a majority shall constitute a quorum, and it shall meet upon the same notice, given by the same officers, as is required by Section 4 of Article IV of these By-Laws for Special Meetings of the Board of Directors. The Board of Directors may, at any time, act as the Architectural Planning and Zoning Committee in lieu of appointing a Standing Committee.
(e). To do whatever may be necessary or proper for the enforcement of the provisions of the Declarations referred to in Section 1 of Article IX of these By-Laws.
(f). To establish rules and regulations governing the admittance, requirements, eligibility, fees or dues, privileges and responsibilities of Associate Nonvoting members and guests of such members and Regular members. Section 2. Members of the Board of Directors shall receive no compensation for their services as Directors, but they shall be reimbursed by the corporation for such reasonable expenses as they may necessarily incur in pursuance of the business of the corporation.
Section 1. The Board of Directors, at its annual meeting immediately following the Annual Meeting of the members in June of each year, shall elect a President, Vice President, Secretary and Treasurer, who shall be incorporators or other members of the corporation, for terms of one year and until their successors are duly elected and qualified. The Board may also at any time appoint an Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer, who need not have membership in the corporation, and whose terms of office shall coincide with those of the officers whom they assist.
Section 2. Any officer may be suspended or removed by a majority vote of all the Directors. Any vacancy occurring in an elective office shall, and any vacancy occurring in an appointive office may, be filled by the Board of Directors.
Section 3. Officers shall be reimbursed by the corporation for such reasonable expense as they may necessarily incur in pursuance of the business of the corporation. The Board of Directors may authorize compensation for any officer.
Section 4. Any officer, other than the President, may occupy two offices concurrently if the Board of Directors so desires.
Duties of Officers
Section 1. The President shall act as Chairman at all meetings of the members, preside at all meetings of the Board of Directors, sign, as President, all contracts or instruments for the corporation, and perform such other duties as may be required by the Board of Directors.
Section 2. The Vice-President shall preside at all meetings in case of the absence or disability of the President, assuming all duties of the President during such periods of absence or disability, and shall perform such other duties as may be required by the Board of Directors.
Section 3. The Secretary shall issue all notices and attend and keep the minutes of all meetings of the members and of the Board, have charge of all corporate books, records and papers and the corporate seal, attest and seal, when required, all instruments executed for the corporation, and perform such other duties as may be required by the Board of Directors.
Section 4. The Treasurer shall receive, keep safely, and deposit in such bank or banks as may be designated by the Board of Directors all funds, securities and liquid assets of the corporation, in its name, and for its account; shall disburse funds of the corporation only under the direction of the Board of Directors on checks signed by the Treasurer and/or his/her designee whose appointment shall be approved by the Board of Directors of the corporation; shall keep full and accurate books of account and shall make such reports of the finances and transactions of the corporation as may be required by the Board of Directors; and, shall prepare and present to the Annual Meeting of the members a full statement showing in detail the financial condition of the affairs of the corporation.
Section 5. The Executive Secretary and/or Assistant Secretary and/or Assistant Treasurer, if appointed by the Board, shall perform such duties as may be designated by the Board of Directors.
Section 6. All officers or other persons authorized to handle or disburse the funds of the corporation may be bonded, at the expense and for the protection of the corporation, if and to the extent required by the Board of Directors.
Dues and Assessments
Section 1. For the purpose of financing the activities of the corporation all lots subject to the Declarations referred to in Section 1 of Article IX of these By-Laws shall be annually assessed or charged such amount for dues or maintenance fees (“Dues”) as is imposed by the affirmative vote of a majority of the Board of Directors for each fiscal year of the corporation.
Section 2. The Dues shall be due and payable on or before the 15th day of August next following the meeting of the Board of Directors at which they have been fixed, except that the privileges and facilities of the corporation may be denied to any member whose Dues are not paid in full by June 1 of the year Assessed. Any Dues not paid by August 15 shall be delinquent and bear interest at the rate set forth in the Declarations or 10 such higher rate fixed by the Board of Directors. Upon becoming delinquent such Dues shall constitute a lien upon the lot or lots against which they were levied. Said lien may be enforced by the corporation as may any lien upon real property under the law; and if said lien is foreclosed, the lot owner shall be liable for the costs and disbursements, including reasonable attorneys’ fees, of the corporation therein, all of which costs, disbursements and fees shall be secured by such lien. Members shall be personally liable for Dues and collection costs. Persons acquiring lots subject to the Declarations, by accepting deeds thereof, or by signing contracts to purchase the same, shall become personally obligated to pay all outstanding Dues, including interest, upon the lot or lots acquired or to be acquired by such persons and shall be subject to the lien enforcement procedures authorized by law.
Section 3. The assessing of Dues and judicial proceedings to collect Dues from members and enforce liens securing such Dues shall be carried out by the Board of Directors in accordance with the Declarations referred to in Section 1 of Article IX of these By-Laws of and the laws of Wisconsin providing for maintenance liens imposed by non-profit corporations.
Section 1. The Term “Declarations: means (a) that certain Declarations of Covenants and Restrictions recorded in Book 342, beginning at page 299, of Deeds in the records of Barron County, Wisconsin, and (b) all other recorded Declarations whereby additional Plats of Loch Lomond and Red Cedar Lake Shores are made subject to the jurisdiction of the corporation or provide for membership in the corporation.
Section 2. The seal of the corporation shall be circular in form and shall contain the words, “Loch Lomond Beach Club, Inc.” and “Corporate Seal” and Wisconsin”, in the form and style approved by the Board of Directors.
Section 3. A membership card signed by an officer or other person designated by the Board of Directors shall be issued annually to each member of the corporation whose Dues are current and who is other wise in good standing.
Section 4. The fiscal year of the corporation shall end on March 31 in each year.
Section 5. These By-Laws may be amended from time to time by the affirmative vote of a majority of the Board of Directors. These By-Laws may also be amended by the members at any duly called meeting of the members. No By-Law adopted by the members may be amended or repealed by the Board of Directors unless such authority was expressly conferred upon the Board of Directors in the By-Law adopted by the members. The within and foregoing By-Laws of Loch Lomond Beach Club, Inc. were originally adopted by the first Board of Directors on August 16, 1968, were amended by the Board of Directors on March 15, 1982, and were amended and restated by the Board of Directors on July 11, 1987. Again amended and restated by the Board of Directors on March 23, 2013.