Lake Bylaws

You can download the bylaws or open in a new browser by clicking HERE or read below

BY-LAWS

SAN CARLOS LAKE ASSOCIATION, INC.

ARTICLE I

Purpose

The purpose for which the corporation is organized is exclusively charitable and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1954, as amended and as so expressly limited shall be:

A) To encourage safe recreation, athletics, outdoor sports, including fishing, boating and swimming, upon the waters of a private lake and recreational activities related thereto and the acquisition, maintenance, and furnishing of the waters of a private lake for such recreational purposes, including power to hold ownership of real estate for such purpose and the collection of dues from members to support such activities. Gasoline or other fossil fuel powered vehicles or boats are expressly prohibited on all Lake Association Property. Electric motors are allowed subject to regulation by the Board of Directors. All remotely controlled drones or watercraft are prohibited on the lake or at an altitude of less than 200 feet above the lake. The above prohibition of gas powered vehicles or boats may not be changed by the Board of Directors or the members of the corporation. Gas powered maintenance equipment is allowed on the lake and access areas.

B) To acquire by gift, devise, bequest, grant or purchase, and hold and maintain real and personal property for the aforesaid purposes.

C) To accept and administer any gift, devise or bequest of personal or real property for the aforesaid purposes.

The corporation shall always be operated solely for the aforesaid purposes, without discrimination, provided that no part of the net earnings of the corporation shall inure to the benefit of any member, director or officer of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes) and that no part of the activities of the corporation shall be to carry on propaganda or otherwise attempting to influence legislation, or participating, or intervening in any political campaign on behalf of any candidate for public office and that no part of the net earnings or other assets of the corporation shall be contributed to any organization which does not conform to the requirements set forth in this Article.

The corporation also has such powers as are now or may hereafter be granted by the general Not-For-Profit corporation Act of the State of Illinois.

ARTICLE II

Office

The corporation shall have and continuously maintain in this Sate a registered agent as the Board of Directors may from time to time determine.

ARTICLE III

Members of the Corporation

SECTION 1. Membership. The members of the Corporation shall consist of anyone from the following who files an application and is approved by the Board of Directors:

A) Membership in the Corporation shall be conditioned upon such member paying the dues established from time to time by the Board of Directors and shall also be conditioned upon the member either legally or equitably owning a parcel of real estate lying within the real estate described as follows:

THAT PART OF SECTION 7, IN TOWNSHIP 34 NORTH AND IN RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN LYING WEST OF THE CENTERLINE OF THE DuPage RIVER AND LYING NORTH OF A LINE PARALLEL WITH THE NORTH LINE OF SECTION 7 LYING SOUTHERLY OF SUCH NORTH LINE 1,730 FEET AS MEASURED ALONG THE WEST LINE OF SAID SECTION 7.

B) Any person who applies for membership must be approved by the Board of Directors by a majority vote who shall not in such selection discriminate on the basis of race, religion, color creed or disability.

C) Multiple owners of a lot shall be one member for all purposes under the by-laws including voting. Each lot shall have only one vote regardless of the number of owners of said lot.

SECTION 2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members. A member who owns more than one taxable parcel of real estate shall be entitled to only one vote on each matter.

SECTION 3. Resignation. Any member may resign by filing a written resignation with the Secretary-Treasurer of the Board of Directors or by not paying in full any demand for dues made by the Board of Directors within 30 days of the dues statement being sent.

ARTICLE IV

Meeting of the members of the Corporation

SECTION 1. Annual Meetings. An annual meeting of the members shall be held on the first Monday in the month of February each year beginning with the year 1989 at the hour fixed by the Board of Directors annually for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

SECTION 2. Special Meeting. Special meetings of the members may be called by 75% of the Board of Directors, or not less than 50% of the members having voting rights.

SECTION 3. Place of Meetings. The Board of Directors may designate the place and time of meetings for any annual meeting or for any special meeting called by the Board of Directors.

SECTION 4. Notice of Meetings. Written or printed notices stating the place, day, and hour of any meeting of the members shall be delivered, either personally or by e-mail, to each member entitled to vote at such meeting, not less than five or more than forty days before the date of such meeting, by or at the direction of the President or the Secretary-Treasurer or the officers or persons calling the meeting. In case of a special meeting or when required by the statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notices. Additional notices may, also, be given by newspaper publication.

ARTICLE V

Board of Directors

SECTION 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. Number Tenure and Qualifications. The initial Board of Directors set forth on the Articles of Incorporation consisting of nine (9) members shall hold their first meeting on or before the first Monday in February 1989. The number of directors may be changed but shall never consist of less than seven members upon a 75% vote of the Board of Directors meeting from time to time. Any member of the Board of Directors must be a member, in good standing, of the Corporation.

SECTION 3. Term. The term of office of directors shall be for a 3-year term, to be staggered with replacement for terms that have been served in full being elected at each annual meeting of the members. (3/03)

SECTION 4. Vacancies. Any vacancies in the board of directors because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the remainder of the year after notification of the membership that a position on the board is available. The director must then be elected by the membership to fill the unexpired portion of the original term.

SECTION 5. Removal. Any director may be removed by the board of directors when the director is absent from four or more regularly scheduled meetings in one calendar year and is not performing the duties of a director.

SECTION 6. Meeting of the Board of Directors. The Board of Directors shall meet at least monthly on the first Monday of the month unless otherwise scheduled by majority vote of a scheduled meeting quorum.

SECTION 7. Special Meetings. Special meetings of the Board of Directors may be called by any three directors. The persons to call special meetings of the Board may fix the place and time for holding such meetings called by them.

SECTION 8. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven days previously thereto by written notice delivered personally or sent by mail or e-mail to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at any special meeting of the Board shall be specified in the notice of such meeting.

SECTION 9. Quorum. A quorum of the Board shall consist of not less than 5 members of the whole Board of Directors, provided, that if less than a quorum of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to a given time and place.

SECTION 10. Manner of Activity. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Action may be taken without a meeting by unanimous consent of the entire Board of Directors.

By-Laws may be amended only by the Board of Directors. The By-Laws may not be changed except by a 75% vote of the entire Board of Directors. The By-Laws prohibition on gas powered vehicles may not be changed.

SECTION 11. Conflict of Interest. Any possible conflict of interest on the part of the director shall be disclosed to the Board. When any such interest becomes a matter of Board action, such director shall not use personal influence on the matter and shall not be counted in the quorum for a meeting at which Board action is to be taken on the interest. The director may, however, briefly state a position on the matter and answer pertinent questions of Board members. The minutes of all action taken on such matter shall clearly reflect that these requirements have been met.

SECTION 12. Indemnification.

A) Action by Other Than Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’sfees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such persons reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment order settlement, conviction or upon a plea of nolo contendere or it equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

B) Action by Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was director or officer, of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’sfees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for willful negligence or misconduct in the performance of duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

C) Expenses. To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in (A) or (B) above, or in defense of any claim, issue or matter therein, such director or officer shall be indemnified against expenses (including attorney fees) actually and reasonably incurred in connection therewith.

D) Prerequisites. Any indemnification under (A) or (B) above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because the director or officer has met the applicable standards of conduct set forth in (A) and (B). Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (2) if such quorum is not obtainable or even if obtainable a quorum or disinterested director so directs by independent legal counsel in a written action.

E) Advances by Corporation. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount unless it shall ultimately be determined that the director or officer is entitled to be indemnified by the Corporation as authorized in this Article.

F) Other Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director or officer may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in a official capacity while holding such office and shall continue as to a person who has ceased to be a director or officer and shall insure to the benefit of the heirs, executors, and administrators of such a person.

G) Insurance. The Corporation may purchase and maintain insurance on behalf of any person who may be indemnified here against any liability asserted against such person and incurred in any capacity or arising out of any status for which the person may indemnified.

ARTICLE VI

Officers

SECTION 1. Offices. The officers of the Corporation and the Board of Directors shall be a President, Vice-President, Secretary, Treasurer, and such other officers as may be elected in accordance with the provisions of this Article.

SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first regular meeting of the Board of Directors, following the annual meeting of the members. To serve as an officer of the corporation the officer must be a member of the corporation and a director of the corporation.

SECTION 3. Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. Vacancies. A Vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The president shall be the principal executive officer of the Corporation and shall in general supervise and control all the business and affairs of the corporation. The President will preside at all meetings of the Corporation and of the Board of Directors. The President shall announce at the regular meeting of the Board of Directors one meeting following the annual meeting of the corporation his appointments of the chairman and members of all standing committees, and all such persons appointed as chairman and members of the standing committees shall serve for the duration of the President’s term of office. The President may sign with the Secretary-Treasurer or any other proper office of the Corporation authorized by the Board of Directors any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereto shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation.

SECTION 6. Vice-President. In the absence of the President of the Corporation, the Vice-President shall perform the duties of the Presidents, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7. Secretary and Treasurer. The Secretary or Treasurer shall keep the minutes of the meetings of the Board of Directors and the Corporation in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the Corporate records; keep a register of the post office address of each member which shall be furnished to the Secretary or Treasurer by such member; shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws.

ARTICLE VII

Committees

SECTION 1. Committees of Directors. The Board of Directors by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, but the designation of such committees and delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it or him by law.

SECTION 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served upon such removal.

SECTION 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated or unless such member is removed from such committee or unless such member shall cease to qualify as a member thereof.

ARTICLE VIII

Contracts, Checks, Deposits, and Funds

SECTION 1. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidence or indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 2. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank, trust companies or other depositories as the Board of Directors may elect.

SECTION 3. Gifts. The Board of Directors may accept on behalf of the Corporation any contributions, gifts, bequest or devise for the general purpose or for any special purpose of the Corporation.

ARTICLE IX

Rules and Regulations of Corporation

Property owners in Bonita Vista MUST be members of the Lake Association to use the lake and lake access areas. A Bonita Vista Property Owner may not use the lake and lake access areas as a guest of a Lake Association member. Motor vehicles are not allowed on the access areas except for in designated parking areas. It is permissible for vehicles to traverse the San Carlos access for the explicit purpose of conveying watercraft or other such articles to the waterfront area. Upon completion of such activity any motor vehicle must immediately be returned to the public roadway. This activity must be executed with the appropriate caution so as not to inflict damage to the lawn or other natural areas of the access area. Parking of vehicles on the San Carlos access is prohibited.

Access Areas

1. The Access Areas hours are open - dawn to dusk.

2. The Access Areas are open for all association members and their guests (see above).

3. Children under 17 MUST be accompanied by an adult.

4. Members will be responsible for their guest.

5. No foul language allowed.

6. No glass allowed at the Access Areas.

7. Members are responsible for their own clean up.

8. No alcoholic beverages allowed at the Access Areas.

9. All pets prohibited.

10. Parking allowed at SCLA Beach Area on paved and marked parking area only.

11. No fishing allowed from the Zapata Lane SCLA Beach area or from boat into SCLA Beach area.

12. No fires allowed at SCLA beach or out-lot areas.

Lake

1. All boats and watercraft are limited to 18 feet in length. All boats, watercraft, docks and moored floating platforms must be identified by street number of owner member followed by SC for San Carlos residents, Z for Zapata residents, M for Maria Court residents and S for Santos residents. Boat operation shall be in accord with State of Illinois law and regulations. No motorized boats or vessels shall be operated at a speed greater than 5 mph on the Lake. All boats and vessels shall be equipped with enough lifejackets for the number of people on board. No boats or vessels shall be operated within the marked swimming area of the Zapata Lane Lake Association Beach. Boats used on the lake shall not be used in the lake after being used on other bodies of water.

2. Boat docks up to 20 feet in length may be installed with board approval on submission of diagrams of the proposed dock. Diagrams should show method of anchoring to hold in place and demonstrate that a space of at least 15 feet will be maintained between the dock and opposing shorelines or other docks to allow passage of boat traffic passing in opposite directions in water of navigable depth. The 20-foot length limitation is determined by the length of the dock in the water, which may be adjusted based on lake water level, and does not include lengths of dock material located onshore accessing dock in the water.

5. The Board of Directors may issue a revocable permit, which specifies conditions for use to allow the use of boats other than those specified above.

6. No dumping of any materials or fish into the lake.

8. Any additions or improvements to lakefront areas such as pumps, fountains, etc. must be approved by the Board of Directors.

Fishing & Wildlife

1. Illinois Fishing license is required for fishing on the lake.

2. Illinois state fishing rules will apply.

3. No live minnow type bait allowed for fishing.

4. No feeding of ducks, geese, muskrats, beavers or other wildlife.

5. No fish or other aquatic wildlife shall be placed in the lake other than as authorized by the Association who will also publish catch limits and catch and release limits at least once a year in Lake Association Newsletter.

Additional rules and regulations may apply as adopted by the Board of Directors.

Where conflicts occur, the most restrictive rule prevails.

ARTICLE IX

Roberts Rules of Order

To the extent that any matter of procedure is not governed by Illinois State law or the Articles of Incorporation or these By-Laws such matter of procedure shall be governed by Robert Rules of Order.

These By-Laws were hereby adopted by the Board of Directors of SAN CARLOS LAKE ASSOCIATION, INC. By a majority vote of those present at a meeting which a quorum of the Board of Directors was present on .

I, the undersigned, hereby certify that I am presently acting and duly elected Secretary of SAN CARLOS LAKE ASSOCIATION, INC. and that the By-Laws set forth above are a true and correct copy of the By-Laws that are in full force and effect on .