BCLARA CORPORATE DOCUMENTS

BYLAWS

(Last date of revision: August 23, 2006)

ARTICLE 1-- NAME

The name of the organization is - Beltrami County Lakes and Rivers Association (BCLARA).

ARTICLE II -- PURPOSE AND OBJECTIVES

1. The organization shall be a non-stock, not for profit organization pursuant to the Minnesota Nonprofit Corporation Act (Chapter 317A).

2. This corporation is organized exclusively for scientific and educational purposes, to protect, maintain, and enhance environmental, economic, recreational, fishing, and wildlife interests pertaining to the lakes and rivers of Beltrami County.

ARTICLE III -- MEMBERSHIP

1. The members of this coalition are non-profit lake, river, and watershed organizations whose waters lie within or partly within Beltrami County. Organizations are eligible for membership if they share the purposes of the Beltrami County Lakes and Rivers Association as defined in Article II of the Articles of Incorporation.

2. Membership will be acquired and maintained by the appointment of a representative empowered to vote on all matters on behalf of his/her organization and the timely payment of annual dues.

3. Individuals not representing an organized lake, river, or watershed association may join the coalition. These members shall be known as associate members. An associate member may attend all meetings and enter into all discussions at meetings, will receive all correspondence sent by BCLARA to regular members, but will not have voting rights.

4. The meetings of the coalition will be open to all interested guests. Guests will not have voting rights.

ARTICLE IV -- DUES

1. Member organizations and associate members shall pay annual dues to BCLARA on a date to be determined annually by the Board of Directors.

2. Annual dues for member organizations and associate members will be set each year at an amount to be determined by the Board of Directors on the recommendations of the Finance Committee at the annual meeting prior to the start of the fiscal year.

ARTICLE V -- BOARD OF DIRECTORS

1. The Board of Directors will be composed of:

a. One representative appointed from and by each member organization.
b. No more than ten members-at-large selected from the member organizations or the community at large and elected by the Board of Directors.

2. Term of Office.

a. The individual lake associations shall determine the terms for their representative directors.
b. Members-at-large shall serve for two years.

3. Duties.

a. The Board of Directors shall represent the membership and shall have the authority to supervise and direct the affairs and activities of the association consistent with the bylaws and with the stated purposes and objectives of the association.
b. The Board of Directors shall appoint an auditing committee of three to audit the treasurer's books annually.

ARTICLE VI -- OFFICERS

1. The officers shall be elected from the Board of Directors and shall be President, Vice President, Secretary, and Treasurer.

2. The officers shall be elected to two-year terms. The President and Secretary shall be elected in odd number years and the Vice President and Treasurer in even numbered years.

3. Vacancies occurring between regular elections in any elections in any association office except that of the presidency shall be filled by the Board of Directors from among candidates recommended by the nominating committee. If the Presidency becomes vacant, the Vice-President will complete the term of office.

4. Duties of Officers.

President.

a. Conduct all meetings of the association and the Board of Directors.
b. Prepare and distribute agendas.
c. Appoint all committee chairpersons and members of committees with the approval of the Board of Directors.
d. Serve as member with voting privileges on all committees and task forces.
e. Assign special duties and responsibilities to the Vice-President.
f. Appoint representatives to affiliate groups.
g. Perform other duties normally associated with this office.

Vice-President.

a. Perform the duties of the President in the absence, resignation or incapacity of that person.
b. Serve as member with voting privileges on all committees and task forces.
c. Supervise and consult with all committee chairpersons.
d. Accept and perform such other duties as may be assigned by the President or Board of Directors.

Secretary.

a. Keep records of the proceedings of all meetings of the association Board of Directors.
b. Prepare and distribute copies of minutes of these meetings to the Board of Directors.
c. Provide for safekeeping of all documents.
d. Make arrangements for the meeting place.
e. Notify members of the date, time and location of meeting.
f. Place notices of the meetings in the press.
g. Handle correspondence to various persons and agencies as directed by the Board of Directors.
h. Maintain the official roster of membership and representatives on the Board of Directors.
i. Accept and perform such other duties as may be assigned by the Board of Directors.

Treasurer.

a. Shall be responsible for the receipt, deposit, withdrawal and dispersal of all funds.
b. Dispersal shall be made only after receiving verified documentation of expenditures and approval of the Board of Directors.
c. Both the treasurer and the president's signatures shall be required on BCLARA checks.
d. Make quarterly financial reports to the Board of Directors.
e. Make an annual financial report to the Annual Meeting.
f. Serve as a member of Budget and Financial committees.

ARTICLE VII -- STANDING COMMITTEES

1. Executive Committee.

a. Shall consist of three (3) peple selected by the President and approved by the Board of Directors.
b. Shall prepare an annual slate of officers consisting of the President and Secretary in odd numbered years and Vice President and Treasurer in even numbered years.
c. Shall secure prior consent of each candidate before placing his or her name on the slate.
d. Shall present the slate for nomination for election at the annual meeting of the BCLARA.

3. Finance/Audit Committee.

a. This committee will be chaired by the Vice-President and shall consist of the Vice-President and two non-officer board members.
b. Prior to the annual meeting, the committee shall audit the Treasurer's records for accuracy and freedom of irregularities for the year preceding the meeting. The committee will sumbit a report at the annual meeting. If problems or errors are detected, the committee shall report to the Executive Committee prior to the annual meeting.
c. Based on the audit, the committee shall prepare a tentative budget for the coming fiscal year.

4. Temporary Committees/Task Forces (Ad Hoc).

a. May be created as needed.
b. Shall prepare a plan of work at inception.
c. Membership to temporary committees or task forces may come from the BCLARA membership and/or from volunteers solicited from individual lake associations or other interested individuals.

ARTICLE VIII -- VOTING AND ELECTIONS

1. A single slate of officers for those to be elected each year shall be prepared by the Nominating Committee. Any member of the BCLARA may make nominations from the floor.

2. Voting.

a. Appointed representatives from each member organization of BCLARA shall be entitled to one vote for all matters including the election of officers.
b. There shall be no absentee voting unless approved in advance by the Board of Directors for specific issues.
c. Voice vote shall be called for in the conduct of regular business.
d. Any member may call for a written ballot at any time.
e. Election of offices shall always be by written ballot.

ARTICLE IX -- QUORUM

1. Board of Directors: A quorum of the Board of Directors shall be 30% of the membership.

2. The Executive Committee: A quorum for the Executive Committee shall be a simple majority.

3. Committees and Task Forces: A quorum for committees and task forces shall be a simple majority.

ARTICLE X -- FISCAL AND ADMINISTRATIVE YEAR

The administrative and fiscal year shall be September 1st to August 31st.

ARTICLE XI -- MEETINGS

1. The Board of Directors shall meet quarterly.

2. The annual meeting of the BCLARA will be held in the fourth quarter and shall be deemed to be the last quarterly meeting of the Board of Directors.

3. The Board of Directors shall designate the time and place of the annual meeting.

4. The Board of Directors may call additional meetings with seven (7) days notice to all members of the Board.

5. The Executive Committee shall meet on call.

ARTICLE XII -- PARLIAMENTARY AUTHORITY

Robert's Rules of Order shall be used to govern parliamentary procedures in all meetings.

ARTICLE XIII -- AMENDMENTS

The bylaws may be amended at the annual meeting as follows:

1. The wording of the proposed amendment shall be mailed to each member of the board at least seven (7) days prior to the date of the annual meeting at which the action on the proposed amendment(s) is to be taken.

2. A two-thirds (2/3) majority of the membership of the board who are present at the meeting shall be necessary to approve an amendment to these bylaws.

ARTICLE XIV -- NON-PROFIT ASSOCIATION

The BCLARA shall not afford pecuniary gain or profit, incidentally or otherwise, to its members. No part of the net earnings of BCLARA shall benefit or be distributed to its members except that the membership shall be authorized and empowered to pay reasonable compensation for services rendered.

ARTICLE XV -- AFFILIATIONS

1. This association may hold memberships in various regional, state and/or national organizations.

2. Funds to finance such memberships shall be included in the general budget.

ARTICLE XVI -- LIABILITY AND INDEMNIFICATION

1. No member 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 or directors be subject to the payment of the debts or obligations of this corporation.

2. Neither the corporation nor the directors of the corporation shall be liable for loss or damage suffered on account of any action taken by a corporation member acting in good faith.

3. BCLARA will have the power to indemnify any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her role in the organization, except in cases of willful misconduct. The corporation will have the power to purchase or procure insurance for such purposes.

ARTICLE XVII -- DISSOLUTION OF ENTITY

In the event that the BCLARA is dissolved, after paying or making provisions for the pament of all debts, obligations, liabilities, costs, and expenses of the corporation, the assets of the BCLARA shall be distributed by the Board of Directors to legally qualified non-profits defined under the law.

BCLARA serves to coordinate the efforts of all lake, river, and watershed associations in Beltrami County, MN, related to shoreline preservation and restoration, water quality, prevention of aquatic invasive species (AIS), and sustainable uses and development for bodies of water in the county, including: Ahlin, Alaska, Alice, Anderson, Andrusia, Ankeewinsee, Bagley, Bailey, Bakkum, Balif, Balm, Barr, Bass, Baumgartner, Beltrami, Bemidji, Big, Big Bass, Big Rice, Black, Blackduck, Blake, Bog, Boot, Bootleg, Borden, Boston, Braas, Britten, Buck, Bullhead, Burns, Button, Buzzle, Campbell, Carter, Cass, Chain, Cinaman, Clearwater, Cranberry, Crandall, Crane, Crooked, Crookston, Damon, Dark, Deer, Dellwater, Des Moines, Dickens, Dunbar, Dutchman, Emerald, Erick, Erickson, Ess, Fahul, Fairbanks, Fassland, Fawn, Fern, Fessland, Fields, Flenner, Flora, Fox, Frisby, Funk, Funkley, George, Gibibwisher, Gilstad, Gimmer, Glenn, Grace, Graning, Grant, Grass, Grenn, Gull, Gun, Gunner, Gwinn, Hagali, Haggerty, Hanson, Harley, Head, Henson, Holland, Horseshoe, Irving, Island, Iverson, Jackson, Jaurkishi, Johnson, Julia, Kinney, Kitchi, Lamons, Larson, Laxon, Lindgren, Little Bass, Little Boot, Little Buzzle, Little Gilstad, Little Gnat, Little Moose, Little Puposky, Little Rice, Little Sandy, Little Turtle, Long (east), Long (west), Long Slough, Loon, Lost, Lower Red, Manomin, Marcus, Marquette, McCall, McCoy, Meadow, Medicine, Miller, Mina, Miss, Mollison, Moose, Movil, Muskrat, Myrtle, Nebish, Norman, North Twin, Ose, Parks, Perch, Peterson, Pimushe, Pine Island, Plantagenet, Pony, Pony, Popple, Pug Hole, Puposky, Rabideau, Range Line, Rice, Rice Pond, Round, Rush, Sandy, School, Shell, Shemahgun, Silver, Smith, Smyth, South Twin, Steins, Stocking, Stone, Stoner, Strand, Stray Horse, Stump, Sumac, Swamp, Swenson, Sylvia, Ten, Tenmile, Tepee, Three Island, Thunders, Turtle, Turtle River, Twin, Upper Lindgren, Upper Red, Webster, Wending, Wheelock, Whitefish, Williams, and Wolf.