501c3 INFORMATION

**NOTE:  As of January 21, 2004, the LRLA is exempt from federal income tax  as an organization described in section 501(c) (3) of the Internal Revenue Code.

Donations to our organization are tax deductible.

Bylaws of

The Little Rock Lake Association

Article I

Name, Location and Mission

Section 1. The name of the Corporation is the Little Rock Lake Association

Section 2. The registered office address of the Corporation is:

    C/O Bruce Christofferson, 9570 Hemlock Road NW, Rice, MN 56367

Section 3. The Corporation is organized exclusively for charitable, educational, or scientific purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code. The intent of this Corporation is to protect, maintain and improve the ground and surface water resources within the Little Rock Lake watershed and adjacent Mississippi River area by encouraging appropriate water use and shore land management practices.

Article II

Membership

Section 1. The members are expected to support the purpose and the mission statement of the association.

Section 2. Members must be natural persons. Corporations, partnerships, or other entities that own real estate within the designated area may be represented in the association by a person to be designated by such entity.

Section 3. Members must be of majority age (18). Minors who own real estate within the designated area may be represented in the association by their guardian.

Section 4. Area of Membership-Membership in the association is limited and restricted to owners of real estate within a five, (5) mile radius of the shore of Little Rock Lake. The Board may, but is not required for any reason, to admit natural persons as members of the association who do not own real estate within a five (5) mile radius of the shore of Little Rock Lake upon a finding of such persons legitimate interest in the association. Admission of such members must be approved by a majority vote of the membership present at its next meeting.

Section 5. Rights - Members are entitled to vote and have equal rights and preferences.

Section 6. Terms of Membership - Memberships are for a period of one year, running from the date of the annual Membership meeting.

Section 7. Dues - The Board will set the dollar amount prior to the June meeting. The current member's dues will be payable at the annual membership meeting. New member's dues are payable annually in the amount set by the Board and are payable to the Treasurer upon application for membership.

Section 7.1 All current members shall pay their annual dues within 30 days of the annual membership meeting. If dues are not paid within 30 days of the annual meeting, such member loses his or her voting rights and shall be terminated from membership upon 30-day notice of non-payment of dues. Members terminated for non-payment of dues shall be re- instated upon payment of the membership dues.

Section 7.2 If a new member joins at any other time during the year, they will pay a prorated share of the dues for the remainder of the year, based on the remaining months in the year.

Section 8. Termination - The Board may expel, suspend, or terminate a member, upon good cause to do so as determined by the Board.

Section 9. Annual meeting of Members - The membership shall meet at least annually. The annual meeting shall be held on the Second Saturday of August of each year at a time and place to be designated by the Board. The meeting shall immediately precede the annual meeting of the Board.

Section 9.1 Notice of the annual meeting of the Members shall be given at least 30 days prior to the meeting and not more than 60 days prior to the meeting. The notice must contain the date, time and place of the meeting.

Section 9.2 Notice of the meetings of members must be given to every Member as of the record date determined by the Board. If the meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of the adjournment, notice is not required unless the adjournment is for more than 60 days.

Section 9.3 Notice may be given by a special written notice or may be included in other official communications of the association such as the association newsletter mailed to the member's last known address.

Section 10 Elections - At the annual meeting of members:

Section 10.1 There shall be an election of successors for directors whose terms expire at the annual meeting.

Section 10.2 There shall be a report on the activities and financial condition of the corporation.

Section 10.3 The members shall consider and act upon other matters as may be raised consistent with the notice of meeting requirements.

Section 10.4 After fixing a record date for notice and voting at a meeting, the corporation shall prepare an alphabetical list of the names of its members who are entitled to notice and to vote. The list must show the address of each member entitled to vote at the meeting.

Section 10.5 Right to Vote - Each member is entitled to one vote on each matter voted on by the members. Members shall vote in person by attendance at the meeting. There shall be no voting by proxy. There shall be no voting by agreements. Members may take action at a meeting by voice or ballot.

Section 10.6 Quorurn - A quorum for a meeting of members is ten members entitled to vote at the meeting. A quorum is necessary for the transaction of business at the meeting of members. If a quorum is not present, a meeting may be adjourned from time to time for that reason. If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains; the members still present may continue to transact business until adjournment.

Article III

Board of Directors

Section 1. A Board of Directors shall manage the business and property of the corporation.

Section 2. Board of Directors - The Board of Directors shall consist of the President, Vice- President, Secretary, Treasurer, and five Directors at Large.

Section 3. Terms of Office - Each position receiving the most votes shall serve for a term of two (2) years and shall hold office until their successors are duly elected and qualified. The office of President, Secretary, and two Directors shall be elected in one year. The office of Vice-President, Treasurer, and three Directors shall be elected in the alternate year.

Section 3.1 A Board member holds office until expiration of their term and election of a successor. Board members will be elected by a majority vote of the members to be held at the annual meeting of members. Any Board member running for an office un-opposed will automatically be elected to the position.

Section 3.2 Nominations for Office - No write in candidates will be allowed at the election. Nominations for positions that are open for election will be accepted beginning at the June meeting and open until the annual meeting in August. If there is no candidate for a position, nominations will be accepted from the floor.

Section 4 Qualifications - All Board members must be members of the corporation. All Board members must be of majority age (18).

Section 5. Board Meetings

Section 5.1 Annual meetinq - The Board of Directors shall meet at least annually. The annual meeting of the Board shall be held on the second Saturday in August at a place and time to be determined by the Board, and shall be held immediately after the annual meeting of the members.

Section 5.2 Other Meetinqs - The President may call a board meeting by giving notice to all Board members of the date, time, and place of the meeting. The notice need not state the purpose of the meeting.

Section 5.3 Quorurn - A majority of the Board constitutes a quorum. An affirmative vote of the majority of the Board members is required for board action.

Section 6. Vacancies - If a vacancy occurs on the Board of Directors, the remaining members of the Board may fill the vacancy.

Section 7. Committees - A resolution approved by the affirmative vote of a majority of the Board may establish committees having the authority of the Board in the management of the business of the corporation to the extent provided in the resolution. Committees are subject at all times to the direction and control of the Board.

Section 7.1 Membership - Committee members must be members of the corporation and be present at the time of the appointment of the committee. Committees may consist of any number of persons.

Section 8. Compensation - Board members shall serve with out compensation or per deim. In the event that the Board members shall incur expenses related to performing the duties of their office the Board may, by resolution, make reimbursement thereof.

Section 9. Duties of Board Members

Section 9.1 Duties of President - The President shall have general active management of the business of the corporation. When present, preside at meeting of the Board and of the Members. See that orders and resolutions of the Board are carried into effect. Sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in the cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the Board to another officer or agent of the corporation.

Section 9.2 Duties of Vice President - In the absence of the President, the Vice President shall chair the Board and membership meetings. The Vice President shall perform other duties prescribed by the Board or by the President.

Section 9.3 Duties of Secretary - The Secretary shall maintain records of and, when necessary, certify proceedings of the Board and the Members. The Secretary shall preserve correct and complete copies of the corporate articles, bylaws, accounting records and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors for the last six years. Present such documents for inspection upon request for any board member or member of the corporation. Perform other duties prescribed by the Board or by the President.

Section 9.4 Duties of Treasurer - The Treasurer shall keep accurate financial and membership records for the corporation. The Treasurer shall deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the Board. Endorse for deposit notes, checks, and drafts received by the corporation as ordered by the Board, making proper vouchers for the deposit. Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board. Upon request, provide the President and the Board an account of transactions by the Treasurer and of the financial condition of the corporation. Prepare and file the annual corporate registration with the Secretary of State. Prepare and file all required income tax and other informational filings required of the corporation. The treasurer will be responsible for notifying members who have dues in arrears.

Section 9.5 Duties of the Directors at Large - The Directors will participate in the management of the business of the corporation and perform other duties as prescribed by the Board.

Section 10 Duties of the Newsletter Coordinator - The Newsletter Coordinator will provide required meeting notices and maintain the necessary Board member and Membership lists and information so as to be able to properly provide such notices. Issue a monthly newsletter that will include the minutes of the monthly meeting and any other notices as required by the bylaws.

Section 11 Resignation or Vacancy - A Board member may resign by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice. A vacancy in office of the President, Vice President, Secretary, or Treasurer because of death, resignation, disqualification, or other cause must be filled for the unexpired part of the term by a majority vote of the Board.

Article IV

Amendment

Section 1. Amendment by the Board - The Board may amend these bylaws as follows:

Section 1.1 Generally - any bylaw not otherwise limited by this section may be amended by majority vote at any annual, regular, or special meeting of the Board provided that the corporation has provided the members with written notice that the Board will consider such action at the meeting 30 days prior to consideration of such amendments by the Board.

Section 1.2 Limitations - After adoption of the initial bylaws by the Board prior to the first annual meeting of members the Board may not adopt, amend, or repeal a bylaw fixing a quorum for meetings of members, prescribe procedures for filling vacancies in the Board, or fix the number of Directors or their classifications, qualifications, or terms of office, but may adopt or amend a bylaw to increase the number of Directors. Any bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.

Considered and passed by majority resolution of the initial Board of Directors of the Little Rock Lake Association this 14 day of July, 2001

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