Sand Lake Property Owners Assoc. By-Laws

ARTICLE I Purpose: The purpose of the Sand Lake Property Owners Association is to represent the common interest of its members as to Sand Lake and its environment, and, as a non-profit corporation, it is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the internal revenue code.

ARTICLE II Membership: Section 1. Qualifications: Owners of real property adjacent to Sand Lake in Itasca County, including Little Sand, Portage and Bird's Eye Lakes, who are current in payment of membership dues shall be members of the Association. In cases of joint ownership, multiple ownership or corporate ownership of such property, only one membership shall be granted with each property. Section 2. Rights of Membership: Each member in good standing shall have one vote in the election of directors and in other matters that may be brought to the membership by the Board of Directors. Section 3. Termination of Membership: The Board of Directors may terminate the membership of a member who is in default in the payment of dues for one year. Section 4. Use of Member Contact Information: The Association will never knowingly share or distribute paper or electronic member contact information to anyone outside the Association. Member contact information will be used only for SLPOA business.

ARTICLE III Meetings of the Membership: Section 1. Annual Meeting: An annual meeting of the membership will be held in the vicinity of Sand Lake at a time designated by the Board of Directors. Section 2. Purpose: Meetings of the membership shall be for the purpose of the election of directors, developing programs for the Association and to make suggestions in the form of resolutions to aid and assist the officers and directors of the Association in the conduct of the affairs of the Association. A majority vote of the members present at a meeting of the membership shall be sufficient to resolve actions brought before the membership. Section 3. Proxies: Any member may designate any other member in good standing as a proxy for the purpose of voting on any matters presented for voting by the membership. Such designations must be in writing and presented to the Board prior to the meeting during which such voting is to be conducted.

ARTICLE IV Board of Directors: Section 1. The elected Board of Directors of the Association shall be members in good standing of the Association. The Board shall consist of six (6) directors and the immediate past president. Only one member per property owner unit may serve on the Board of Directors at the same time. Section 2. The directors shall be elected for a three-year term and shall be eligible for one additional three-year term. A retiring director is eligible for re-election after one year off of the Board. The term of 2 members of the Board of Directors shall expire each year. The immediate Past President shall serve as a voting member of the Board for one (1) year. Section 3. The immediate past directors shall serve as ex-officio members to the Board without voting rights. Section 4 Quorum: A majority of the filled positions of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board of Directors. A director may appoint a proxy for himself/herself or vote proxy. Section 5. In the event of the death, permanent absence, inability to serve or removal from office of an elected or appointed director, the President shall appoint a member to fill the vacancy until the expiration of the term of that office.

ARTICLE V Officers: Section 1. The officers of this Association shall be a president, vice-president, secretary and treasurer. Section2. The Association Board of Directors shall elect the officers of the association at a meeting held immediately after the annual meeting. The officers shall serve for one year or until their successors are elected. Section 3. No officers shall hold more than one office at a time.

ARTICLE VI Dues - The annual membership dues shall be $15 .00.

ARTICLE VII - Accounting Year The accounting year of the Association shall be January 1 to December 31.

ARTICLE VIII - Amendments to By-Laws These by-laws may be altered, amended, or repealed only by a two-thirds (2/3) vote by the Board of Directors.

ARTICLE IX - Dissolution Clause Dissolution Clause, Upon the dissolution of the corporation, the Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal Revenue Law)F as the Directors shall determine. Any such assets not so disposed of, shall be disposed of by the Court of Common Pleas 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 such purposes.

Last Revised, Secretary's Minutes July 11, 2012.