Article One: Name and Organization

1. The name of this organization shall be PST Lake Association.
2. PST shall be organized as a non-profit corporation according to the provisions of its Articles of Incorporation, filed under the State of Michigan Act 327, Public Acts of 1931, as amended, and Act 162, Public Acts of 1982, as amended as well as the relevant provisions of Michigan law. The original incorporation was in 1998 as the Ponemah lake association and changed to the PST Lake Association in 2015.
3. PST shall hold a 501(C)3 tax exempt status.

Article 2. Definitions

As used herein, the words “PST Watershed”, shall mean all land and water areas shall mean Lake Ponemah, Squaw/Anikagamaa Lake, Tupper Lake, the Shiawassee River from the North Road bridge to the Ripley Road Bridge, the Horrell channel and all of the channels within the Landings Way HOA.

Article 3. Fiscal Year

The fiscal year should commence on January1 and conclude on December 31.

Article 4: Purpose

1. PST is not organized for profit and no part of its net income will be used to benefit any member, director or other individual.
2. PST is authorized and empowered to pay reasonable compensation for services rendered.
3. The Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
4. The purpose of PST is to:
5. Preserve and enhance the quality of life enjoyed by members/riparian owners of the area surrounding Lake Ponemah, Squaw/Aanikagamaa, Tupper, the Shiawassee River between the southbound US-23 bridge over North Road to the Ripley Road bridge and all associated canals within the watershed.
6. Conserve the ecology and environmental quality of the area within the PST watershed.
7. Promote the safe use and recreational enjoyment of the PST watershed. This may include promoting programs of water and boating safety and publish and otherwise disseminate information of educational and instructional information encouraging the safe and prudent use of the PST waters.
8. A voice for our community of 650 homes to governmental entities, businesses and organizations that may impact our membership.
9. Provide oversight of tax dollars through Fenton Township SAD (Special Assessment District) used for weed treatment and lake biologist.
10. Promote and initiate social activities for all age demographics including events, concerts, tournaments, and fireworks.
11. To publish and otherwise disseminate information concerning such water quality tests and other educational and instructional information concerning water quality, the prevention and control of pollution, and the protection of the environment and natural resources within the area of the PST watershed in the interests of public safety, the education of its members and the general public.
12. To assist with and have appropriate roles and responsibilities as established by the Board on matters involving quality of life in the PST watershed, recognizing that some matters may transcend the geographic boundaries of the PST watershed.
13. Subject to the limitations stated in Section1 above, to monitor existing and proposed policies, laws and regulation of federal, state and local governmental bodies and agencies which affect the objectives, purposes and activities of the Association and to advise and consult with such agencies as appropriate.
14. Interface with the Genessee County Drain Commission, when the Genessee County Drain Commission, initiates their yearly maintenance tax for all riparian owners within the PST district, used for needed Linden dam repairs( assessed on winter tax bill (been in place for decades).

Article 5: Board of Directors

1. The Board of Directors (collectively “The Board”, individually “Board Member”) shall consist of a: President, Vice President, Secretary, Treasurer, and five Trustees. An effort will be made to obtain representatives of the Board from all areas of the PST watershed.
2. The business and affairs of the Association shall be managed by a board of nine individuals, all of whom must be a member in good standing for the previous three months (paid membership).
3. The President, Vice President, Secretary, and Treasurer shall be elected for two-year terms with officer elections staggered for President and Treasurer in one year and the Vice President and Secretary in the following year. Trustees will serve for two-year terms with elections staggered for two trustees in one year and three trustees the following year.
4. The elections will be conducted at the Annual Meeting, to be held during the fourth quarter of each calendar year. The Board shall provide a proposed slate of nominees to succeed those Board Members whose terms are expiring. Additional nominations will be open to the members in the audience at the meeting, in person or via Zoom like link. Voting will be by secret ballot with the individual who receives a majority of the votes, being elected to each position.
5. The board will serve without compensation.
6. A board member that fails to attend three consecutive meetings may be removed at the discretion of the Board. A Board Member may be removed from office, for any reason, with a majority vote of Board Members.
7. Five Board Members will be a quorum.
8. If a Board Member is removed or is otherwise unable to serve, as in the case of resignation or death, nominations and a vote of the remaining Board Members, will fill the open position with a PST member in good standing, to fulfill the remainder of the term.
9. The Board will follow the law in all matters.
10. Retain association records.

Article 6: Membership

1. Membership will be open to any individual or business that wants to be a member in good standing.
2. The annual membership fee shall be determined by the Board but guided by members and riparian owners. The membership fee may be changed by a vote of the Board and shall be due from January 1 through September 30. 
3. A member that has not paid dues by September 30 of each calendar year shall be a member not in good standing shall be ineligible to vote or hold a position as a Board Member.
4. Membership will begin on January 1 and expire on December 31.
5. Any individual member in good standing may cast only one vote on any question called to a vote. Up to two individuals may represent a family, a business or organization; and each of those two individuals may cast one vote on any question called to a vote.
6. A member must be present at the meeting at the time of the vote to vote. No member may vote by proxy or absentee ballots. All votes shall be counted by no less than two Board members.

Article 7: Duties and Responsibilities of Board

1. The President shall preside at all meetings of the membership and the Board. The President shall appoint standing and special committees. They shall be an ex-officio member of all committees. The President shall conduct the affairs of the Association in a manner consistent with the authority and responsibility of the office and consistent with the policies set forth by the Board. The President is an ex-officio member of all committees.
2. The Vice President shall assist the President in discharging his/her duties and, in the absence of the President, discharge the duties of the President.
3. The Secretary shall keep an accurate record of all Association and Board meetings, provide notification of all members and riparian owners not members, of some regular meetings or special meetings including the location, date, time and agenda. Furthermore, the Secretary shall maintain a current list of members electronically and on paper if needed. The Secretary shall serve on the Membership Committee.
4. The Treasurer shall keep accurate accounts of all monies received or expended by or for the benefit of the Association and shall make disbursements only when authorized by a majority of the quorum of the Board. However, any expenditures less than $250 may be approved by the Treasurer and one of the following, The President or Vice President. The Treasurer shall prepare a written statement of cash receipts and disbursements and shall allow digital access to members in good standing. Financials will be stored accessed at the PST website and through written requests from members in good standing. The Treasurer shall maintain a bank account requiring the signature of the Treasurer and one of the following three Board Members: President, Vice President or Secretary to transact business and shall promptly deposit all monies paid to the Association in the Association bank account. Properly file all required state and federal reports. All approved expenses will be paid/reimbursed within 30 days of submission but must include all receipts.
5. The same person may hold the offices of Vice President and Treasurer or the offices of Secretary and Treasurer until acting appointments cab be made by a vote of the BOD.
6. The Trustees shall attend each meeting of the Association and the Board. Each Trustee may also serve as the Chairperson for a standing or ad hoc committee.
7. Committees shall be established at the discretion of the BOD and may include Events, Water Quality, Lake Obstructions, Membership, Fireworks and Merchandise. Each standing committee shall consist of at least three members.
8. The President or the BOD may establish other committee’s and prescribe their power and duties.
9. A committee may take action by consent without a meeting or meet using various communication platforms.
10. The Association will have Officer & Director liability insurance. The cost associated with obtaining insurance shall be paid by the Association.
11. The Association’s bank account may be audited annually by the Board or by a competent auditor selected by the Board.  Any member in good standing may also examine the account records at a time and place determined by the Treasurer.

Article 8: Committees

1. Events Committee after receiving Board approval, shall organize and publicize events to be sponsored by the Association. Additionally, the Events  committee shall recommend fundraising activities to the Board, and after receiving Board approval, shall organize such activities. 
2. Water Quality Committee shall offer proposals to the Board for a vegetation management plan and can delegate the responsibility to implement such plan to the lake biologist. Furthermore, interactions with the Genessee County Drain Commission on water levels will be the responsibility of this committee. Communication of weed treatment plans and the results of water quality testing will be communicated to the riparian owners within the Association boundaries and  will be made through social media and other communication methods.     
3. Membership Committee shall initiate plans for the recruitment of new members and the retention of members.
4. Obstruction Committee will remove watershed hazards that  impede navigation within the PST watershed or are deemed a public risk. Hazard removal will not include removal of any hazard from private or public property. Add, replace or fix no wake signs as needed.
5. Technology Committee shall offer proposals to the Board to improve the communication and information flow to both members and nonmembers. Proposals may include but not limited to Website & Facebook updating, software automation and multiple communication capabilities.
6. Merchandise Committee shall offer proposals to the Board to enhance the branding and income  of the PST Association  through the sale of creative wearables and other like items while minimizing inventory and the selling of outdated merchandise. All income will be directed to the Association general fund.
7. Committee’s  individual existence and purpose within the PST bylaws requires a majority of the Board vote yearly that will be conducted at the Annual Meeting in the Fall. 

Article 9: Meetings

1. The Association shall hold its Annual Meeting during the fourth quarter of each calendar year. At that time, members in good standing, will vote on any Board Member positions that have expired. The Board will hold monthly meetings that can include in person or digitally (Zoom, Conference Calls, Texts, Emails and other like services). Other meetings of the Association and/or Board may be called by the President, a majority of a quorum of the Board Members or by the Secretary at the written request of a member in good standing.
2. A quorum of the Board (at least 5 Board Members) must be present in order to hold any meeting and vote on any outstanding issues.
3. Two Board meetings per year (in addition to the annual meeting) will be open to members in good standing to attend in person. The two meetings, open to the public, will be held in the spring and the summer.
4. The Secretary shall provide notice of all meetings as soon as practicable before the scheduled date for the meeting.
5. The articles of Incorporation and/or these bylaws may be amended at any meeting of the Association by a majority vote of the PST Officers and Trustees. Bylaws will be posted on the PST website for access and reviews. 

Article 10: Compensation

Officers, Trustees and Committee Members shall not be compensated for their time and effort. The Board may authorize officers, trustees and committee members to be paid actual and necessary expenses incurred while on Association business.

Article 11: Rules of Order

All meetings will be conducted, as practical, in accordance with the forms and regulations           contained in Robert’s Rules of Order provided they are not inconsistent with these bylaws.  

Article 12: Conflicts of Interest 

Whenever an officer or trustee has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved when a majority of the disinterested officers/trustees determine that it is in the best interest of the Association to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Article 13: Indemnification

The Association shall have the power to indemnify persons who are or are officers, trustees, or agents of the Association against liabilities and expenses in the manner and to the applicable laws of the State of Michigan if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association. No indemnification will be provided where the actions have been found to be based in willful misconduct or recklessness or where the person is found to be liable to the Association. Furthermore, the Association may withhold the advancement of expenses when the association itself is suing an Association Officer.

Article 14: Mailing Address

The Association should have a permanent post office box to maintain a consistent address in order to facilitate contact with members and other organizations.

Article 15: Dissolution

Any dissolution of this Association will be accomplished according to the laws of the State of Michigan. Specifically, all debts of the Association will be paid and, after payment of all the reasonable and necessary costs of dissolution, any assets of the Association remaining will be converted to cash and distributed to the weed treatment fund, held and managed by Fenton Township, to be exclusively used in the PST watershed.