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FBLA Bylaws

BY-LAWS OF Four Lakes Bocce Association, INC.

A NOT-FOR-PROFIT CORPORATION
as Amended 04/14/2010

ARTICLE I ORGANIZATION

1. The name of the organization shall be Four Lakes Bocce Association, Inc.
2. The organization’s mailing address shall be PO Box 259, McFarland, WI 53558.

ARTICLE II PURPOSES

This corporation is organized under Chapter 181 of the Wisconsin Statues, as a non-stock, not-for-profit, public benefit corporation and is not organized for the private gain of any person, exclusively for promoting the play and growth of the sport of Bocce and for providing a legal entity for purposes of entering into contracts with various governmental units for the building and maintaining of Bocce courts within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation shall build, maintain and schedule use of Bocce courts; regulate Bocce Leagues; educate those wishing to learn the sport of Bocce; sanction and hold Bocce Tournaments; and promote the sport of Bocce play as a healthful pursuit for all persons without regards to age, gender, race or disability. All funds raised, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes. All other purposes not mentioned herein shall be addressed in the Bylaws of this corporation in the manner proscribed by the Bylaws within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

ARTICLE III MEMBERSHIP

Membership in this organization shall be open to all who wish to play or promote the sport of Bocce. All members who join the Four Lakes Bocce Association on or prior to the first Annual Meeting shall be considered Charter Members.

ARTICLE IV MEETINGS

The annual membership meeting of this organization shall be held on the Third Tuesday of March each and every year except if such day is a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws.

The Secretary shall cause to be emailed or mailed to every member in good standing at his email or postal address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting. Said notification shall be made not less than two weeks prior to the date of the annual meeting.

Regular meetings of this organization shall be held at a place and time determined by the Board of Directors.

Special meetings of this organization may be called by the president when he/she deems it for the best interest of the organization. Notices of such meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least two (2) weeks before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of two thirds of the members of the Board of Directors or a majority (51%) percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least three (3) weeks before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE V VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairperson of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the chairperson the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE VI ORDER OF BUSINESS FOR MEETINGS

1. Roll Call.

2. Reading of the Minutes of the preceding meeting.

3. Reports of Committees.

4. Reports of Officers.

5. Old and Unfinished Business.

6. New Business.

7. Adjournments.

ARTICLE VII BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of nine(9) members, four of whom arethe officers of this organization. At least one of the directors elected shall be a resident of the State of Wisconsin.

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization and they shall serve for a term of three (3) years, except that for the first year 3 members shall be for one (1)year, 3 members shall be for two (2)years and 3 members for three (3) years. Thereafter, each election of the board members shall be for three (3) years.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairperson after due notice to all the directors of such meeting.

A majority (51%)percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the third Tuesday of each month except for the months of November, December, January and February unless a special meeting shall be called.

Each director shall have one vote and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the members term.

Members of the Board of Directors shall at the first meeting after annual elections appoint by majority vote the positions of President, Vice President, Secretary and Treasurer for the next year or until the next annual meeting when new board members are elected.

The President of the organization by virtue of his/her office shall be Chairperson of the Board of Directors.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

ARTICLE VIII OFFICERS

The initial officers of the organization shall be as follows:

President: William Swanson

Vice President: Kevin Thies

Secretary: Chuck Basford

Treasurer: Chuck Basford

The President shall preside at all membership meetings.

1) He/she shall by virtue of his/her office be Chairperson of the Board of Directors.

2) He/she shall present at each annual meeting of the organization an annual report of the work of the organization.

3) He/she shall appoint all committees, temporary or permanent.

4) He/she shall see all books, reports and certificates required by law are properly kept or filed.

5) He/she shall be one of the officers who may sign the checks or drafts of the organization.

6) He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice President shall, in the event of the absence or inability of the President to exercise his/her office, become acting president of the organization with all the rights, privileges and powers as if he/she had been the duly elected president.

The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state.

1) He/she shall give and serve all notices to members of this organization.

2) He/she shall be the official custodian of the records and seal of this organization.

3) He/she may be one of the officers required to sign the checks and drafts of the organization.

4) He/she shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.

5) He/she shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.

6) He/she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He/she shall cause to be deposited in a regular checking account at a business bank or trust company a sum not exceeding $2,000.00 and the balance of the funds of the organization shall be deposited in a savings account except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state.

1) He/she must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

2) He/she shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

3) He/she shall exercise all duties incident to the office of Treasurer.

All checks signed shall require two signatures. One signature must be the Treasurer and the other must be the President except that in the event the President is not available the Secretary may sign in his/her absence.

Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE IX SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE X COMMITTEES

All committees of this organization shall be appointed by the President subject to the approval of the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

The permanent committees shall be: Membership, Fundraising, Audit, By-Laws, LeagueGames, Tournaments, Public Relations, Facility Management, and Government Liaison

ARTICLE XI DUES/FEES

The dues of this organization shall be fixed according to membership classification. The membership classes are Regular, Senior (62 and older), Family (to include children under 18 living at home), Student and Special. Membership class dues rates will be fixed each year by vote of the Board of Directors at the Annual meeting and will be due and payable on April 30th of each year.

ARTICLE XII AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by proposal of a majority of the By-Laws Committee, approval of a majority of the Board of Directors and an affirmative vote of a majority of the members voting at the Annual meeting.

Adopted Date: August 9th, 2009 Amended: April 14, 2010

President: ___Kevin Thies (signed)____ ____ Date: 4/14/10

Vice President: ___William Swanson (signed)____ _ Date: 4/14/10

Secretary: ___Jason Rittel (signed)__ _______ Date: 4/14/10

Articles Of Incorporation

ARTICLES OF INCORPORATION OF Four Lakes Bocce Association INC,
a NON-STOCK WISCONSIN CORPORATION

The undersigned incorporator(s), (a) natural person(s) 18 years of age or older, in order to form a corporate entity under Wisconsin Statutes Chapter 181, repealed and recreated by 1997 Wisconsin Act 79, adopt(s) the following articles of incorporation.

ARTICLE I
NAME OF THE CORPORATION

The name of this corporation shall be Four Lakes Bocce Association, Inc.

ARTICLE II
REGISTERED OFFICE

The corporation’s registered office is located at 5010 Black Walnut Dr, McFarland 53558

ARTICLE III
Name of the initial registered agent

Charles Basford, McFarland, WI.

ARTICLE IV
MAILING ADDRESS OF PRINCIPAL OFFICE

The corporation’s mailing address is PO Box 259, McFarland, WI 53558.

ARTICLE V
MEMBERSHIP

The corporation will have members.

ARTICLE VI
DIRECTORS/MEMBERS

The corporation shall have no voting members except that members shall vote annually for the slate of Board of Directors and to ratify amendments to the By-Laws proposed by the Board of Directors as defined by the corporation’s By-Laws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s by-laws. No Director shall have any right, title, or interest in or to any property of the corporation.

The corporation’s first Board of Directors shall be comprised of the following natural persons:

Charles Basford, 5010 Black Walnut Dr, McFarland, WI 53558
Kevin Thies, 5823 Woods Edge Road, Fitchburg, WI 53711
William Swanson, 301 Harbor Town Dr #424, Madison, WI 53717

ARTICLE VII
PURPOSE

This corporation is organized under Chapter 181 of the Wisconsin Statues, as a non-stock, not-for-profit, public benefit corporation and is not organized for the private gain of any person, exclusively for promoting the play and growth of the sport of Bocce and for providing a legal entity for purposes of entering into contracts with various governmental units for the building and maintaining of Bocce courts within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation shall build, maintain and schedule use of Bocce courts; regulate Bocce Leagues; educate those wishing to learn the sport of Bocce; sanction and hold Bocce Tournaments; and promote the sport of Bocce play as a healthful pursuit for all persons without regards to age, gender, race or disability. All funds raised, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes. All other purposes not mentioned herein shall be addressed in the Bylaws of this corporation in the manner proscribed by the Bylaws within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

ARTICLE VIII
LIMITATIONS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation.

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

4. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members!!], or guarantee to any person the payment of a loan by an officer or director of this corporation.

ARTICLE IX
DEBT OBLIGATIONS AND PERSONAL LIABILITY

No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE X
DISSOLUTION

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for public purposes.

ARTICLE XI
INCORPORATOR

The incorporator(s) of this corporation are

Charles Basford, 5010 Black Walnut Dr, McFarland, WI 53558
Kevin Thies, 5823 Woods Edge Road, Fitchburg, WI 53711
William Swanson, 301 Harbor Town Dr #424, Madison, WI 53717

The undersigned incorporator(s) certify(ies) both that she/he/they execute(s) these Articles for the purposes herein stated, and that by such execution, she/he/they affirm(s) the understanding that should any of the information in these Articles be intentionally or knowingly misstated, she/he/they is/are subject to the criminal penalties for perjury set forth in Wisconsin Statutes Chapter 181, repealed and recreated by 1997 Wisconsin Act 79 as if this document had been executed under oath.

signed September 9, 2009

Village of McFarland Agreement

AGREEMENT BETWEEN THE VILLAGE OF MCFARLAND

AND

FOUR LAKES BOCCE ASSOCIATION, INC.

THIS AGREEMENT is between the Village of McFarland (“Village”) and the Four Lakes Bocce Association, Inc. (“Four Lakes”).

WHEREAS, the Village plans to construct a bocce facility in William McFarland Park for recreational use by residents of the Village (“Bocce Facility”); and

WHEREAS, the location of the Bocce Facility is depicted in the site plan attached hereto as Exhibit “A”; and

WHEREAS, Four Lakes is willing to assist with the initial construction of and the ongoing operation and maintenance of the Bocce Facility; and

WHEREAS, Four Lakes is further willing to promote the sport of bocce and its play by Village residents and to raise funds for further enhancements to the Bocce Facility; and

WHEREAS, Four Lakes desires to reserve the Bocce Facility for exclusive use by its members and others for scheduled league and tournament play, but permitting use by the general public of the Bocce Facility at all other times;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged,

it is agreed as follows:

I. Scheduled and Unscheduled Use of Bocce Facility.

A. During the bocce season, Four Lakes shall have first priority use of the Bocce Facility for league play or use by its members.

B. At all other times, the Bocce Facility will be available for scheduled or unscheduled use, except when closed for maintenance or repairs.

C. Other than as specified elsewhere in this Agreement, Four Lakes agrees that the Bocce Facility will be available for use by the general public from sunrise until noon every day, without need to reserve a scheduled playing time in advance, except the dates that have been previously scheduled for use by Four Lakes for tournament play or the Senior Outreach Services Department. From noon until sunset, the Bocce Facility will be available for use by the general public with an advance reservation for scheduled playing time, except for previously scheduled use by Four Lakes or others designated by the Village.

D. The Public Works Department shall be responsible for approving a scheduling system for use of the Bocce Facility. The said Department shall take reasonable steps to publicize the schedule and availability of hocce courts to eliminate conflict between different users.

E. From January 1 through March 30 of each year, Four Lakes shall have the exclusive right to schedule use of the Bocce Facility for group play, tournament play or member use for play from April 15 to the end of the bocce season each year, After March 30 of each year, Four Lakes and members of the general public may schedule use of bocce courts at the Bocce Facility for dates at least five days before the date of the reservation. Any of the courts at the Bocce Facility not reserved at least five days prior to the event in question shall be available for use of the general public.

F. Four Lakes agrees to abide by the standard park closing time of 10:00 p.m.

II. Calendar and Reservations System.

Four Lakes agrees to make available to the public and maintain an online scheduling calendar, linked to the Village website, which will allow the general public to view and reserve, on an equitable basis, available playing times through designated Village staff. Four Lakes also agrees to post and maintain at the Bocce Facility a current court reservation notice board once a suitable structure is erected.

III. Fees and Revenues.

A. The Village agrees that Four Lakes shall have the exclusive right to charge and collect fees for rental of equipment and from participants in leagues, tournaments and Four Lake events that utilize the Bocce Facility.

B. Four Lakes may not charge fees for use of the Bocce Facility by the general public. The Village reserves the right to charge fees for reserved use of the Bocce Facility by the general public. Four Lakes reserves the right to charge fees from corporations and other organizations that desire to reserve exclusive use of the Bocce Facility for special events.

C. Four Lakes agrees that all net revenue generated from fees charged and from fundraising activities shall be used only for maintenance, improvement, and related operational costs of the Bocce Facility.

D. Four Lakes may recognize financial donors to the Bocce Facility in an appropriate manner, with the nature and manner of recognition subject to approval by the Village of the specific place, display and manner of recognition. The parties agree, however, that it is prohibited for either party to sell naming rights for any portion of the Bocce Facility.

IV. Construction of Bocce Facility.

A. At a minimum, Four Lakes agrees to contribute, at its expense, the following at the time of initial construction of the Bocce Facility:

1. Providing and placing a suitable material on the surface of the bocce courts.

2. Providing appropriate hand tools required for proper maintenance of the Bocce Facility.

3. Constructing a small shed for storage of equipment, materials and maintenance tools. The size, appearance and location of the storage shed shall be subject to approval by the Village.

4. Installing a scorekeeping system with the design to be determined by Four Lakes.

5. Volunteer labor to assist with the construction of the bocce courts and the installation of support amenities.

B. The location for the first phase of four bocce courts, the storage shed and possible location for additional courts shall be as depicted in Exhibit “A,” attached hereto.

C. Attached hereto as Exhibit “B” is a detailed list of the items and materials contributed by Four Lakes for the initial construction of the Bocce Facility.

V. Maintenance and Repairs.

A. Four Lakes agrees to maintain the Bocce Facility in a manner acceptable to the Village and to be responsible for and pay the full cost of all routine maintenance and repairs to the bocce courts and to any support amenities such as shelters, shade structures, benches, signs, scoreboards, sidewalks and storage shed, except for damage caused by extraordinary weather events such as tomados or obvious acts of vandalism, which shall remain the responsibility of the Village.

B. Other than as set forth in Section V.A., Village agrees to be responsible for the costs of all maintenance and repairs to the grounds, landscaping, parking lot and restroom facilities at William McFarland Park.

C Should Four Lakes fail to maintain the Bocce Facility in an acceptable manner as set forth in Section V.A. the Village shall have the right to make the necessary repairs or perform the required maintenance and charge Four Lakes the cost thereof. Unless an emergency exists, the Village shall give at least fifteen (15) days’ written notice to Four Lakes identifying the required repairs.

VI. Insurance.

A. Four Lakes shall obtain, pay for and keep in full force and effect commercial general liability insurance, including personal injury and private property damage, in an amount not less than SI,000,000 combined single limit. Such insurance shall name the Village as an additional insured and shall contain a provision requiring not less than thirty (30) days’ notice to the Village of cancellation or refusal to renew.

B. Evidence of insurance shall be provided to the Village by a certificate of insurance.

VII. Indemnification.

Association shall indemnify and hold harmless the Village, its employees, officials, officers and agents against all claims, demands, liabilities, and expenses due to personal injury or property damage arising from or caused by the use of the Bocce Facility by Four Lakes or from the acts of negligence of its officers, directors, members, agents or employees.

VIII. Status of Association.

Throughout the term of this Agreement, Four Lakes shall:

A. Remain in good standing as a non-stock not for profit corporation.

B. Maintain a current registered agent with the State Department of Financial Institutions, or successor office.

C. Upon request, supply to the Village written documentation verifying compliance by Four Lakes with this Article.

IX. Financial Records.

Annually, the Village Parks and Recreation Committee shall review the records of Four Lakes relating to its fundraising and operations of the Bocce Facility, and provide a summer report to the Village Board, Ordinarily, this review shall take place in the first quarter of each year.

X. Term,

A. This Agreement shall commence on June 14, 2010 and end on December 31, 2019, but may be continued beyond that date by mutual agreement of the parties.

B. The parties agree to formally review and re-evaluate this Agreement following completion of the third (2012) and sixth (2015) playing seasons.

XI Notices.

Any notice required or permitted to be given under the terms of this Agreement shall be deemed sufficiently given or served if sent by certified mail to Four Lakes at P.O. Box 259, McFarland, Wisconsin 53558 and the Village at the office of the Village Clerk at the McFarland Municipal Center. Either party may, by like written notice, designate a different address to which notices shall be subsequently sent. Notices given in accordance with these provisions shall be deemed received when mailed.

XII. Miscellaneous Provisions.

A. This Agreement shall be governed by the laws of the State of Wisconsin.

B. This Agreement represents the entire agreement between the parties and supersedes any and all prior negotiations, representations or agreements. This Agreement may be amended from time to time by mutual written agreement of the parties.

C. Upon written request by either party, representatives of both parties shall meet within fifteen (15) days to discuss issues of current concern.

D. Should any disagreement arise between the Village and Four Lakes over the terms of this Agreement or the performance of either hereunder, then either party may request that said disagreement be referred to a mediator to be selected jointly by the parties.

IN WITNESS WHEREOF, this Agreement is entered into this 28th day of June, 2010.

VILLAGE OF MCFARLAND

By: Mike Harried, Village President

Attest: Deb Neal, Village Clerk

FOUR LAKES BOCCE ASSOCIATION, INC.

By: Kevin Thies, President

Jason Rittel, Secretary

EXHIBIT A

(Hand Drawing of Court Area)

EXHIBIT B

BOCCE FACILITY CONSTRUCTION

ITEMS CONTRIBUTED BY BOCCE ASSOCIATION

Item Description Quantity Value

Oversized Timbers (cost share) 1,400’ $283

Facing Boards (2”x8”) 512’ $45

(2”xlO”) 896’ $968

End Boards 180’ $400

Oyster Shell Surface 20 tons $7,500

Storage Shed 1 $850

Benches—6’ 2 $710

Concrete Sidewalk (extra) 1,694 sq. ft $5,929

TOTAL $17,092