Bayfield Regional Conservancy

Bayfield Regional Conservancy By-Laws

ORGANIZATION NAME

The name of this Organization is the Bayfield Regional Conservancy, Inc. here in after also referred to as the BRC, a corporation organized and operating under Chapter 181 of the Statues of the State of Wisconsin.

ORGANIZATION PURPOSES from the ARTICLES OF INCORPORATION

The corporation is organized exclusively to benefit the general public through charitable, educational and scientific activity conducted in, on and around the lands and waters of the Bayfield Peninsula and of Bayfield County, Wisconsin, the adjacent counties, including the Apostle Islands and the lands and waters of Lake Superior, herein after referred to as the Bayfield Region and more specifically within these purposes:

1.) To protect and enhance the ecological integrity of the air, land and water of the Bayfield Region.

2.) To protect and enhance Lake Superior, inland lakes, rivers, streams, and wetlands; agricultural, forest, urban and undeveloped lands; plant and wildlife habitat and communities; and sites with significant human aesthetic, spiritual, cultural and historic features, principles and traditions.

3.) To acquire, by gift, purchase or otherwise, real estate or personal property of any kind whatsoever, including partial real property interests and conservation easements, to carry out the purpose of the Corporation.

4.) To conduct studies and to educate public officials and members of the general public about conservation tools and strategies, including donations of land and qualifying conservation interests in land and through planning, zoning and other public policies which support appropriate and sustainable patterns of land and water use in the Bayfield Region.

5.) To transfer any real property, interest therein or other assets which it may hold from time to time to any governmental agency or other entity found suitable by the Board of Directors.

6.) To neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate it status as a corporation which is exempt from federal income taxation as an organization described in Section 501 ( c)(3) of the Internal Revenue Code of 1986 or as a corporation, contributions to which are deductible under Section 170( c)(2) of the same Internal Revenue Code.

7) No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, it’s members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purpose expressed herein.

8) No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in any campaign on behalf of any candidate for public office; nor shall the corporation engage in any activities that are unlawful under federal, state or local law.

ARTICLE I. MEMBERSHIP

Section 1.1 CLASSES AND QUALIFICATIONS OF MEMBERS

Each membership class, except for the Board of Directors, will be reevaluated annually with individuals and entities reassigned as appropriate.

A. GENERAL MEMBERS – are those individuals or entities who support the purpose and mission of the BRC but who do not provide an annual financial contribution to the BRC in a particular membership year. They may join this class by registering at any meeting or otherwise expressing their interest and furnishing their name and a mailing address. They may attend meetings of the BRC but shall not have voting privileges. Their membership will be transferred automatically to the Supporting Member Class in the membership year in which a financial contribution is received

B. SUPPORTING MEMBERS – are those individuals or entities who support the purpose and mission of the BRC annually by a financial contribution. Supporting members may request to have items placed on the agenda of the Board of Directors and may attend meetings of the BRC but shall not have voting privileges. Individuals in this class may request membership on the BRC Council and their membership will be transferred upon approval of the Board of Directors.

C. COUNCIL MEMBERS -- are those individuals selected from the Supporting Member Class by the Board of Directors to advise the Board regarding how best to accomplish the mission of the BRC. Council Members are expected to attend the annual and any special meetings of the BRC to which they are invited. Council Members shall have voting privileges and may be asked to serve on the Board of Directors as Board Consultants for a specific purpose and for a limited time. They are also eligible to be elected to the Board of Directors if nominated by the Nominating Committee.

D. BOARD MEMBERS -- are Council or Supporting Members are who are elected to serve on the Board of Directors of the corporation in accordance with these Bylaws. They shall have all rights and privileges of Council Members and in addition shall accept the obligations and privileges as defined in these bylaws.

Section 1.2 DUES and CONTRIBUTIONS

A. The Board of Directors may, at their discretion, establish dues requirements for specified membership classes.

B. Supporting contribution categories and associated monetary levels may be established and revised by the Board of Directors as they deem prudent and such revisions shall become effective upon approval at any meeting of the Board.

Section 1.3 TRANSFER OF MEMBERSHIP

Membership in the organization is not assignable or transferable.

Section 1.4 CONFLICTS OF INTEREST

A. Any member in any class who has a real, potential or perceived conflict of interest with the purposes, the goals or the mission of the BRC or may potentially benefit financially or otherwise, must, if nominated for membership on the BRC Board of Directors, withdraw his/her name from consideration before voting is commenced.

B. Any member in any class who has a real, potential or perceived conflict of interest or who may potentially benefit financially or otherwise, in relation to a specific issue or action under consideration by the membership, the Board of Directors, or any committee or other component of the BRC must declare his/her conflict of interest, must refrain from any discussion and must abstain from voting on the issue or action.

C. If a member is unsure of a potential conflict of interest related to an issue under consideration by the membership he/she must declare the potential conflict to the Board of Directors who shall render a timely decision as to the propriety of the members participation..

D. Members not divulging a conflict of interest shall be subject to termination of their membership in the BRC by action of the Board of Directors and if their vote has been counted it shall be deemed null and void and a revote shall be taken if necessary.

Section 1.5 VOTING RIGHTS

A. Each Board and Council member in good standing shall have a single vote at special and annual meetings of the BRC membership. Supporting and General members do not have voting privileges.

B. The Board of Directors, by 2/3, majority may exclude the vote(s) of a member if a real or perceived conflict of interest exists.

C. All issues and resolutions voted on by the membership and organizational units of the BRC shall be approved if voted in the affirmative by a majority of the quorum present unless otherwise stated in these by-laws.

Section 1.6 CERTIFICATION OF MEMBERSHIP

The Board of Directors may provide for the issuance of certificates evidencing membership in the organization which shall be in such form as determined by the board.

Section 1.8 TERMINATION OF MEMBERSHIP

The Board of Directors may terminate an individual membership, for cause, after a hearing called for that specific purpose, by a 2/3 majority vote. Any membership so terminated may be appealed to the entire voting membership at the annual meeting and membership may be reinstated if so directed by a majority vote of the voting membership present.

ARTICLE II. MEMBERSHIP MEETINGS

Section 2.1 NOTICE OF MEETINGS

Meetings of the membership shall be held at such date, time and place as may be determined by the Board of Directors. Notice for all meetings shall be furnished to all voting members at least ten (10) days prior to the date set for the meeting. Notice shall be given in writing or by FAX , e-mail or Voice mail for all meetings. General and/or Supporting members may be notified individually or as a class if directed by the Board of Directors.

Section 2.2 ANNUAL MEETING

The purpose of the Annual Meeting of the membership is to elect a Board of Directors and to transact such other matters as may properly come before them. The Annual Meeting of the Membership of the organization shall be held at a time and place designated by the Board of Directors. The annual meeting of membership for any year shall be held no later than thirteen (13) months after the last Annual Meeting of membership. Failure to hold a timely annual meeting shall result in automatic extension of the terms of all board members until such time as they are reelected or a successor is elected. The actions of the Board of Directors on behalf of the corporation during such a period of extended service shall be considered valid in all respects. Minutes shall be kept at all Annual Meetings and shall be made available to the membership upon request, and shall be approved at the next subsequent meeting of the membership.

Section 2.3 SPECIAL MEETINGS

A Special Meeting of the membership may be called at any time by the President, by a majority of the Board of Directors, or by signed petition to the Board of Directors by 25 percent of the members entitled to vote.

Section 2.4 WAIVER OF NOTICE OF MEETINGS

A written waiver of notice signed by a member, whether before or after a meeting shall be equivalent to giving of such notice. Attendance of a member at a meeting shall constitute a waiver of notice of said meeting, except when the member attends for the express purpose of objecting that the meeting is not lawfully called or convened, and this at the beginning of the meeting, prior to the transaction of any business.

Section 2.5 QUORUM

A quorum for meetings of the Membership shall be 20 voting members of the BRC.

Section 2.7 VOTERS OF RECORD

The Board of Directors shall cause a complete list of eligible voting members of the BRC to be available for review at least ten (10) days before any meeting of the membership and such list shall also be available at the meeting for which it was produced. A copy of this list shall be attached to the minutes of the meeting of the membership and filed with appropriate corporate records. The voting members attending any Special or Annual Meeting shall be recorded either on or in conjunction with the list of eligible voters. These records shall be available for review by members of the BRC upon request.

ARTICLE III. BOARD OF DIRECTORS and OFFICERS

Section 3.1 GENERAL POWERS

Subject to the limitations of the Articles of Incorporation, these Bylaws, and the non-profit corporation statutes of the State of Wisconsin concerning corporate action that must be authorized or approved by the members of the corporation, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the corporation shall be controlled by the Board of Directors. The Board of Directors shall approve all appointments and personnel hiring decisions of the President including voluntary positions and paid staff positions.

Section 3.2 NUMBER OF DIRECTORS

A. The Board of Directors shall consist of not fewer than five (5) nor more than fifteen (15) voting members. The number of members constituting the Board of Directors may be changed, from time to time, as directed by the Board of Directors.

B. Board Consultants, selected from the Council Membership, may be appointed by the president, from time to time to serve on the Board of Directors, with the approval of the elected Board of Directors. They shall serve coterminous with the President and shall have no vote on matters pending before the Board of Directors. As non-voting Board members they shall not be counted toward the maximum number of Board members allowed.

Section 3.3 OFFICERS

The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. The position of Secretary and Treasurer may be combined at the discretion of the Board of Directors. All officers shall be Directors and shall be elected by the Board of Directors at its annual meeting. The officers including the President, Vice President, Secretary and Treasurer, shall constitute the Executive Committee.

Section 3.4 TERMS OF OFFICE

A. The term of office for each Director shall be for three (3) years, and they shall, as far as is practicable, be staggered terms to assure continuity in the Board of Directors. Commencing upon adoption of these bylaws Directors may serve no more that two (2) consecutive complete terms following the date of adoption and may not subsequently be considered for re-election until at least one (1) year has passed since the completion of his/her most recent term. Exception to the two term limitation can be made by a Resolution of Exception approved by a two thirds vote of the Board of Directors when they deem it prudent and necessary to continue the mission of the corporation. The reasons for the Resolution of Exception must be fully recorded in the minutes of the Board and only one exception may be granted for any individual. The Resolution must be presented to the Internal Affairs Committee in a timely fashion with recommendation to nominate the individual for another term on the Board of Directors at the next annual meeting.

B. The term of office for each Officer shall be for one (1) year, and he/she shall serve no more than three (3) consecutive terms and may not be considered for re-election until at least one (1) year has passed since the completion of his/her most recent term. Exception to the three term limitation of an officer can be made by a two thirds vote of the Board of Directors at any annual meeting of the Board when a Resolution of Exception has been acted on favorably and the individual has been reelected by the membership for a third consecutive term on the Board of Directors. The reasons for the exception must be fully recorded in the minutes of the Board.

Section 3.5 POWERS AND DUTIES

A. The President’s power and duties shall include:

1.) Being the executive officer and overseeing the carrying out of the programs;

2.) Presiding at all meetings of the Members and meetings of the Board of Directors;

3.) Signing or endorsing checks, drafts, and notes when necessary;

4.) Acting as ex-officio member of all committees except the Nominating Committee;

5.) Presenting an annual report to the Members at the Annual Meeting or designating a representative to present said report;

6.) Signing all contracts and other instruments authorized by the Board and as required by the State of Wisconsin and the Federal Government;

7.) Overseeing the hiring, firing and periodic evaluation of all salaried executive staff;

8.) Appointing Consultants to the Board of Directors as he/she deems necessary and appropriate.

B. The Vice-President’s duties shall consist of:

1.) Presiding at all meetings of the Members and meetings of the Board of Directors in the absence of the President;

2.) Presiding over decisions from which the President is excluded due to conflict of interest;

3.) Performing such other functions as may be incident to the office.

C. The Secretary’s duties shall consist of:

1.) Assuring that accurate minutes of all meetings of the Membership, the Board of Directors and Executive Committee are kept;

2.) Maintaining a file of the official documents and records of the corporation as directed by the Board;

3.) Effecting notices of all meetings of the Members, the Board of Directors, and the Executive Committee;

4.) Submitting reports, in conjunction with the Treasurer, to satisfy requirements of the Internal Revenue Service, the Federal Government, the State of Wisconsin, State Department of Regulations, and other government agencies which may, by law, require said reports;

5.) Entering into the minutes when these requirements have been met and reported to the Board.

D. The Treasurer’s duties shall consist of the following:

1.) Monitoring the collection and receipt of all monies due;

2.) Acting as custodian of these monies and effecting the deposit into bank accounts as designated by the Board of Directors;

3.) Disbursing the corporate monies in accordance with the budget or upon order of the Board of Directors, and signing checks as necessary;

4.) Maintaining financial records as directed by the Board of Directors;

5.) Preparing and presenting financial statements as requested by the Board of Directors;

6.) Reporting at the Annual Meeting of the Membership;

7.) Submitting reports, in conjunction with the Secretary, to satisfy requirements of the Internal Revenue Service, the Federal Government, the State of Wisconsin, State Department of Regulations, and other government agencies which may, by law, require said reports;

8.) Performing such other functions as may be incident to the office;

9.) Assuring that indemnification of officers of the corporation is provided to the extent authorized by Wisconsin statues as required in Article V. of these by-laws.

Section 3.6 VACANCIES

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall hold office until the expiration of the vacated Directors term or until the next annual meeting of the membership, whichever is sooner. Any Director position to be filled due to an increase in the number of Directors shall be filled by election at the Annual or a Special Meeting of Members called for that purpose.

Section 3.7 REMOVAL AND RESIGNATION

A. Any Director may be removed from office by the affirmative vote of two-thirds of the Directors then in office, if in the sole discretion of such directors, the best interest of the organization would be served thereby.

B. A Director may resign his position at any time by submitting written notice to the Board of Directors and upon acceptance of said resignation that directors remaining term shall be filled as provided in the section on vacancies above.

Section 3.8 ANNUAL MEETING

An Annual Meeting of the Board of Directors shall be held within thirty (30) days following the Annual Meeting of the members, at a time and place to be determined by the President.

Section 3.9 REGULAR AND SPECIAL MEETINGS

The Board of Directors shall meet on a regular basis throughout the year and the date, time, place and agenda of such meetings shall be available to the membership by contacting the office of the BRC. Special meetings of the Board of Directors may be called by the President or three or more officers or members of the Board of Directors by written request accompanied by an agenda stating the purpose(s) for such a meeting. Such a meeting must be held within ten (10) of the receipt of the request.

Section 3.10 NOTICE OF MEETINGS

Notice of Regular and Special Meetings of the Board of Directors shall be given by written notice delivered personally, mailed to each Director, or by telephone call (including voice mail), e-mail or FAX sent to each Director, in each case not less than three (3) days prior to the meeting. If the Annual Meeting of the Board is held on the same date as the Annual Meeting of the Membership it does not require prior notice. If it is held at a later date then notice requirements are as for Regular Meetings of the Board.

Section 3.11 QUORUM

A. A majority of the elected Directors shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. The vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater proportion is required by statute, or these Bylaws.

B. A quorum for all committees of the membership shall be a majority of the persons appointed to the committee with volunteers on the committee, if present, not counted.

C. A final vote on specific pre-authorized issues occurring after full discussion at any meeting of the board may be accomplished by subsequent telephone or e-mail polling of the members present at said meeting when circumstances dictate. The vote shall be recorded for board review.

Section 3.12 PRESUMPTION OF ASSENT

A Director present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting because of an asserted conflict of interest.

Section 3.13 COMPENSATION

Directors shall serve without compensation, but may be reimbursed for expenses incurred in the performance of their duties upon submitting to the treasurer written documentation of said expenses and approval of the Board of Directors..

Section 3.14 CONDUCT OF MEETINGS

The President, and in his or her absence, the Vice-President, shall call the meetings of the Board of Directors to order and shall preside at that meeting. If the President and Vice-President are both absent then the Board shall select a Director or other voting Member of the Board to act as presiding officer for the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Director or other person to act as Secretary of the meeting. The meetings shall be conducted according to common rules of procedure. If procedures of the meetings are disputed, Robert’s Rules of Order, the latest edition, shall prevail.

Section 3.15 NON-PUBLISHING REQUIREMENT

No member of the Board of Directors may publish or otherwise represent the position or actions of the corporation, except when authorized by a majority vote of the Board of Directors to do so.

ARTICLE IV. COMMITTEES

Section 4.1 COMMITTEES OF THE BOARD OF DIRECTORS

A. Executive Committee

The Executive Committee shall be composed of the elected officers of the BRC and they shall function under the direction of the Board of Directors, meeting whenever so directed to accomplish specific tasks which can be more expeditiously done in a timely fashion by a smaller group. The chairperson shall be the President and the Secretary shall furnish the minutes of every meeting to the Board of Directors at its next meeting. The responsibilities and oversight of the executive committee shall also include:

· Hiring and overseeing the Executive Director (ED), establishing ED annual goals, evaluating performance and setting compensation,

· Ensuring the organization’s personnel policies are updated to guide all staffing activities in the organization, including for paid and volunteer staff,

· Ensuring a comprehensive, fair and equitable compensation and employee performance management system,

· Coaching (supporting and guiding) the ED, especially regarding top-level work priorities and any stress management needed during major changes.

B. Ad Hoc Committees of the Board of Directors

The President may appoint ad hoc committees of the Board, as he/she shall deem necessary to conduct the business of the organization. The mandate for such committees shall be stated in the minutes of the Board of Directors and they shall exist for a time specified by the President but in no case longer than the term of the appointing President.

Section 4.2 COMMITTEES OF THE MEMBERSHIP

The President, with the approval of the Board of Directors, may appoint individuals to standing or ad hoc committees composed of members of the BRC and each committee shall have at least one Board member. The President shall appoint a chairperson or co-chairpersons who shall be responsible for the committee’s mandated projects and functions as well as other responsibilities assigned by the President. The Chairperson(s) may appoint a subcommittee and name its chairperson or may appoint project or function coordinators to accomplish tasks related to his/her committees charge and responsibilities. The subcommittee chairperson or the coordinator may independently, or with the help of a committee chairperson, appoint necessary subcommittee members or assistants from the Membership and/or other volunteers as appropriate. The chairperson(s) shall cause reports to be furnished to the Board of Directors when such are requested. A quorum for membership committees and subcommittees shall be fifty percent of the members assigned to the committee.

A. STANDING COMMITTEES

The charge for each standing committee is established below and may be modified from time to time through policy directives issued by the Board of Directors.

1. Budget and Finance Committee

This committee shall oversee performance of the organization in meeting its budgeted revenues and expenses. The committee shall receive regular reports on the organization’s performance in meeting its budget and present that information to the full board. The responsibilities and oversight of the Budget and Finance Committee shall also include:

· Updating fiscal policies and procedures and also ensuring that the Board approves the policies on an annual basis,

· Guiding development of the annual budget and specifying overall annual fundraising targets, working with the Fundraising Committee,

· Ensuring that audits are conducted at necessary intervals, given size of the budget, and ensuring the Board’s approval of audits and associated recommendations,

· Managing the organization’s investments and other assets,

· Establishing financial sustainability policies, as needed (e.g. developing financial reserves, contingency planning, etc.),

· Training Board members to understand financial information sufficiently well to make sound decisions regarding financial resources,

2. Fundraising/ Development Committee

This committee shall solicit financial support from current and previous supporting members, potential new members, and other potential sources of support. The responsibilities and oversight of the Fundraising Committee shall also include:

· Identifying fundraising targets in conjunction with the Finance Committee,

· Ensuring effective prospect research and identifying desired percentage mix of donors among individuals, corporations, foundations, and government,

· Identifying specific potential donors for each mix and how to approach each,

· Developing action plans, including who will approach each donor and by when not only to solicit funds but to develop relationships with funders,

· Ensuring that the organization has the administrative and database resources to manage donations,

· Establishing and implementing a fundraising plan that contains the information from above responsibilities,

· Selecting and overseeing an Events Task force(s) to oversee and implement annual events as needed.

3. Marketing and Media Relations

This committee shall promote the organization’s mission and specific projects, utilizing electronic and printed media, and identify ways to raise the profile of the organization and communicate its accomplishments and mission to the public. The responsibilities and oversight of the Marketing and Media Relations Committee shall also include:

· Defining overall public image and identity (branding) desired by the organization,

· Developing and implementing a Communications Plan that identifies:

o Each of the different groups of stakeholders,

o What the organization wants each group to know about the organization,

o What messages to convey to each stakeholder group,

o How to convey the message,

o Who will convey the message,

o When will the message be conveyed,

· Ensuring that major communications tools (Website, newsletters, etc.) effectively represent the branding and also effectively communicate according to the Communications Plan,

· Developing and maintaining the newsletter,

4. Board Development Committee

This committee shall be responsible for board recruitment, orientation, self-assessment and continuing education and management of board members. The responsibilities and oversight of the Board Development Committee shall also include:

· Ensuring that new Board systems (new members, committees, work plans, etc.) are successfully incorporated into Board operations,

· Ensuring that the Board is fully resourced to govern the organization by identifying gaps in Board competencies and its ability to accomplish annual goals and fill those needs through training, addition of new board members, and/or filling vacancies,

· Ensuring the full participation and dedication of all Board members to the organization,

· Distributing, receiving, and reviewing annual Board evaluations and self-assessments,

· Ensuring that the Board leadership monitors implementation of work plans.

· Soliciting, evaluating, and nominating potential new Board members that will help the organization achieve its goals and mission.

5. Land Projects Committee

This committee shall be responsible for guiding the land protection activities of the organization. The responsibilities and oversight of the Land Projects Committee shall also include:

· Reviewing and reporting to the board on all potential land projects and acting on those approved by the Board of Directors,

· Overseeing and implementing monitoring of all easement projects under the BRC’s jurisdiction.

· Developing initial drafts of policies regarding easements and fee simple ownership,

· Making recommendations to the Board of Directors regarding enforcement of easements, should violations occur,

· Developing model easements and terms for review and approval by the Board,

· Approving routine land transactions and making recommendations to the Board as to other land transactions,

· Overseeing ongoing land projects (including trails) and stewardship of fee simple properties.

B. AD HOC COMMITTEES

These committees are established under the direction of the President and they shall exist for a time specified by the President but in no case longer than the term of the appointing President. The charge and scope of each committee’s activities shall be recorded in the minutes of the meeting of the Board which established the committee and a copy of the charge shall be furnished to the committee chairperson.

ARTICLE V. ADMINISTRATION

Section 5.1 RECEIPT OF PROPERTY

The corporation may receive and accept such property and easements, whether real, personal or mixed, by way of gift, bequest, purchase or devise, from any person, firm, trust or corporation, to be held, administered and disposed of in accordance with the provisions of the Articles of Incorporation, but no gift, bequest or devise of any such property shall be received and accepted if it is conditioned or limited in a manner which is inconsistent with the purposes of the corporation or maintenance of its tax-exempt status. Acceptance of such real or personal property or easements shall be by majority vote of the Board of Directors.

Section 5.2 OPERATIONS

All property received and accepted by the corporation shall be held, administered and invested to advance the purposes of the corporation. Distributions from income or principal, or both, to advance the purposes of the corporation shall be made in such amounts and at such times as shall be determined by the Board of Directors.

Section 5.3 INVESTMENTS

The corporation, by direction of its Board of Directors, may hold, invest or re-invest any funds or properties received by it, when not otherwise specifically provided by bequest, devise, or deed of gift, according to the judgment of the Board of Directors, subject only to the purposes of the corporation and the maintenance of its tax-exempt status, without restrictions as to the retention of property, diversification of investment, or to the type of investments which are or may hereafter be permitted by law, or any similar restrictions.

Section 5.4 SEPARATE FUNDS

Assets of the corporation may be segregated, held, invested and disbursed in separate funds and such funds may be established from time to time by the Board of Directors.

Section 5.5 CORPORATE ACTS

All checks, drafts, notes, bonds, bill of exchange, and orders for the payment of money of the corporation; all deeds, mortgages, and other written contracts and agreements to which the corporation shall be a party; and all assignments to which the corporation shall be a party; all assignments or endorsements of stock certificates, registered bonds, or other securities owned by the corporation, shall be signed by the President, Treasurer or another person authorized by the Board of Directors. Any shares of stock owned or controlled by the corporation may be voted at any shareholder’s meeting by the President or any such person as the President shall, by executed proxy, designate to represent the corporation at such shareholder’s meeting. Any document or fiscal exchange involving a dollar amount greater than one thousand ($1000.00) shall require two authorized signatures. This dollar amount may be changed by a documented policy directive adopted by the board of directors.

Section 5.6 AGENTS

The corporation is authorized and empowered to retain and engage such agents, attorneys, accountants, investment counsel, and other firms or persons as may be determined to be necessary from time to time by the Board of Directors.

Section 5.7 WORKING OFFICE

The location of the working office of the Bayfield Regional Conservancy shall be authorized by the Board of Directors and may be moved as required by circumstances.

ARTICLE VI. INDEMNIFICATION

The corporation shall indemnify each Director or officer to the full extent authorized by Chapter 181 of the Wisconsin Statutes.

ARTICLE VII. POLICIES

Policies and Procedures adopted by a two thirds (2/3) majority of the Board of Directors shall be binding on the membership and/or members of the Board of Directors as they may apply and shall be effective from their date of approval.

ARTICLE VIII. ADOPTION

These restated bylaws shall become effective for all future operations of the corporation as of the time and date of their adoption by the membership.

ARTICLE IX. AMENDMENTS

The Bylaws may be revised and/or amended by majority vote of the voting members of the corporation at the Annual Meeting or a Special Meeting of the members.