Cinosam Board Meeting Agenda - May 9th, 2026

1. Call to Order and Roll Call of Officers and Directors

Confirm quorum (7 of 13).

Reminder: This is a meeting of the Board. Only Board members vote. Other attendees must submit agenda items to the Board in advance of the meeting.

2. Board Meeting Minutes — Action Item

• September 6, 2025 Board minutes — review and approval

3. Treasurer — Financials and Auditing/Review

A. Action Items — Financials

1. 2025 Year End / Close
2. 2026 YTD and 2027 budget

B. Bylaws Language

1. Annual Auditing — "The Board shall appoint one or two persons to audit the Treasurer's records annually."
   • Audit of 2025 — Who and when
2. Biennial Review — "The Board shall appoint a committee to review the Club's financial situation in each odd numbered year and make recommendations to the Board."
   • Not applicable in 2026

4. Old Business

Any?

5. New Business

A. Annual Non-Profit Filings

1. State — Mark M completed
2. Federal — Blair in process

B. Election Planning — Upcoming Board Member Seat Vacancies

1. Three Board positions — Mary Jo, Mary, and Sylvie
2. Four Officer positions — Tim, Mark, Blair, and Heather
   1. Public solicitation of candidates should be posted by the first Sunday of June (June 7, 2026).
   2. Notification to Board of intent to run / re-run no later than the first weekend in July, prior to the annual meeting.
   3. Election Committee — need volunteers. Election table at the 4th of July Celebration.

C. Annual Meeting Planning

• Elections
• Boat and Dock Regulations revisions
• Fees and/or dues?
• Bylaws revisions?

6. Reports

A. Boat Captain — 2026 Boat Slip Waitlist Draft

B. Dock Committee Updates

C. Communications

Any updates?

D. Documentation Committees

1) Cinosam Documents — Next Steps (Julie Carroll)

Articles of Incorporation, Bylaws, and Declaration

History is that for these documents to be legal, they must be:

• Signed by Board Officer(s); and
• Approved by the Members; and
• Filed with the State of Minnesota.

• The documentation elements the Cinosam Club is operating under is not what is filed.
• The Cinosam Club documents need to be updated, signed, and registered.

The current status and proposals are as follows:

Articles of Incorporation

Status: These documents initiate the corporation's existence after being filed with the State of Minnesota and define the purpose, basic structure, and IRS designation. The documents typically do not have an impact on the day-to-day operation as do the rules and bylaws; they are the foundation of the organization. Although there have been attempts to update this document, the last filing with the state — and therefore the last document in effect — was filed in 1931 (see attached).

Proposal: I have attached a draft proposal for an updated Articles of Incorporation. The document is based on the state recommendations and is kept simple to avoid any conflicts with the bylaws. We will need a registered office address and I suggest that we use Mark's address, as he is still listed as the registered agent and available all year. We will also need to add a percentage of votes to amend the articles, such as a majority (50%) of all members or a percentage (75%) of voting members. I would like to suggest that the Board decide on the form and open issues and either put it out for a vote to the membership now or at the annual meeting in August.

Bylaws

Status: These documents are the formal, legally binding rules that govern our organization's management, structural, and operational procedures. They must be dated and signed to be valid. While there have been many revisions over the years, the only two that we can find in the files that are signed are below (1959 and 1984). I talked to the attorney about the next steps and she recommended we begin with the bylaws we are currently operating under (2009 below) and sign them before we work on any updates.

Proposal: Since I assume the 2009 bylaws were voted on at the annual meeting, we probably don't need to have the members approve them going forward, but I'd like someone to check the meeting minutes from 2009 just to be sure. If not, we could gain approval along with the Articles of Incorporation. After they are signed, it would probably be a good idea to just send them into the state with the Articles for future reference. The Document Revision Committee will then begin their work on the bylaws going forward.

The Declaration

Status: The Declaration typically controls the real estate of the corporation (and therefore the owners of that real estate). The older Cinosam Articles of Incorporation referred to this document, but we have been unable to locate it to date. Legally, it refers to the declaration as to use restrictions, assessment approval information, caps on increases, unpaid assessment collection, alteration improvements, etc. We currently have this information in our bylaws. I am uncertain as to the risks or consequences of operating without this document.

Proposal: I have contacted an attorney regarding a recommendation.

Separately, Julie Carroll, Julie Johnson, Heather Thompson, Amy Collins, Ed Koehler, and Mary Dykes volunteered to work on proposed Bylaws revisions to bring to the Board and then to the Club for voting action.

2) Watercraft and Dock Regulations — Proposed Revisions (Mary and Perry Dykes)

• Re-established like topics (revised names as needed for clarity) then re-arranged the content in the current document and moved it under the new headers.
• Proposed new content in bold; strikethrough proposed deletions.
• Desire to be less prescriptive rather than more.
• Affirmed that "lease" and "lessee" are correct terms. Written contracts are not required. There is no conflict with any language in the Bylaws.
• Changed from "Boat" to "Watercraft" throughout the document.
• Removed reference to Boat Committee.
• Removed any specific fee amounts.

Questions — I.A. Do we add explicit language regarding trusts, e.g.,

• Does our 501(c) status (I think that's what we are) allow a trust as a member? — Mike P.
• Discuss examples and the question before us from the Bredesons.
• Is legal weigh-in required?

Discussed but did not include in regulations:

• Pro-rating lease fees when a member has a slip for less than a full season. The group feels this would be a unique circumstance and a Board decision.
• If a member is not ready for a slip when their name comes up, what do we do?
  • Do we keep their list position for the next open slip, move them to the bottom, or other?
  • Is it different if they are not ready for a slip on Round versus Gull?
• Need a process. Does it belong in the regulations?

To-Dos

• Ensure website lists current dues and fees.
• Add Boat Slip Waitlist and Kayak/Canoe application forms online and in hard copy at the information board at Gull Lake Park.
• Add a mechanism of communication to the Cinosam website for questions, etc., including a Q&A such as: "When will the lifts and docks be removed?"
• HubSpot — is there an area to upload documents?

7. Next Meeting — June 6, 2026

2026 Board Meetings — first Saturday of each month

• June 6
• June 27? (July 4 is a Saturday)
• Annual Meeting — August 1
• September 5

2026 Celebration Dates

• July 4 — Saturday!
• Oktoberfest — October 3

8. Adjournment