BY-LAWS OF
ARTICLE I
The Association shall be
responsible for the Management, Maintenance, Operation and Administration of the
Common Properties and the affairs of the Development in accordance with the
Declarations, these By-Laws, the Articles of Incorporation, duly adopted rules
and regulations of the Association and applicable laws.
All Owners and other persons
using or entering upon or acquiring any interest in any
The terms as used in these
By-Laws are defined as follows:
ARTICLE III
There shall be Members and
Associate Members.
Each Owner, by reason of
ownership of a lot, shall be a Member of the Association and no other person or
entity shall be entitled to membership. Only one of any number of Co-owners of a
lot shall be a Member, all other Co-owners shall be Associate Members.
Membership shall be determined by the Co-owners and upon the request by the
Association or Board, Owner or Co-owners may be required to produce legal
documents showing ownership.
Certificates of membership
in the Association shall be issued to Members and Associate Members. These
certificates shall be in such form as the Board shall from time to time
designate. Adequate records shall be maintained by the Association showing the
names of the Members and Associate Members, the type of membership and the date
of membership.
When a Member ceases to be
an owner, his membership and those Associate Members whose membership is based
upon ownership by the Member shall cease, but such Member shall remain liable
for all Association charges incurred by such Member and Associate Members prior
to the giving written notice to the Association that such person is no longer an
Owner. The interest of a Member or Associate Member in the funds and assets of
the Association cannot be assigned, pledged or transferred in any manner except
in connection with the sale of a
Members and Associate
Members shall have the use of the Common Properties subject to the provisions of
the Declarations, these By-Laws, the Articles of Incorporation, and the rules
and regulations established by the board.
The Board shall
have the right to suspend the voting rights, if any, the right to use and share
in the Common Properties of the Association and the other privileges of
membership of any Member or Associate Member. The use of the roads within the
Development shall be allowed for ingress and egress only and shall not include
use of the roads for recreational purposes.
For any
period during which any Association charge, including fines, owed by the
Member or Associate Member remains unpaid.
For any
period of continuing violation of the Declarations, after the existence of
the violation shall have been declared by the Board.
Because
of any violation of the By-Laws or rules and regulations of the Association.
Any or all
meetings of the Members, Associate Members, and of the Board of Directors, of
the Association, shall be held within the borders of White Birch Lakes
properties, at a location selected by the Board of Directors, unless to do so
would be impractical, in which case the Board of Directors shall designate a
location for such meeting no farther than 25 miles from White Birch Lakes
properties. Any such meetings shall be open meetings.
An annual meeting
of the Members and Associate Members shall be held each year on the third
Saturday in the month of July or on such other day in the month of July as the
Board of Directors may by resolution determine. One of the purposes of the
annual meeting shall be the election of a Board of Directors. If, for any reason
the Annual Meeting of the members and associate members cannot be held on the
day designated, The Board of Directors shall set another date. The proceedings
shall be the same as an Annual Meeting. The requisites of notice of such meeting
shall be the same as an Annual Meeting.
At least thirty
(30) days but not more than sixty (60) days prior to the date fixed by this
article for the holding of the annual meeting of Members and Associate Members,
written notice of the time, place and purposes of such meeting shall be mailed
to each Member, as hereinafter provided. Such notice to be sent to members by
first-class mail.
Section 4. - Order of Business at Annual
Meeting
The order of business at the annual
meeting of the Members and Associate Members shall be as follows:
(a) Call to Order and
(b) Report of Secretary
(c)
Report of Treasurer
(d) Nominating Committee Report
and Election of Directors
(e) President's Report
(f) Committee Reports
(g) Managers Report
(h) Transaction of other
business
(i)
Comments from the floor
(j) Results of Election
of Directors
(k)
Adjournment
Provided that, the presiding
officer may vary the order of business with Board approval.
Section 6. -
Organization Meeting of Board
At the place of holding the
Annual meeting of members and associate members, and immediately following the
same, The Board of Directors, as constituted upon the final adjournment of such
Annual meeting, shall convene for the purpose of electing officers and
transacting any other business properly brought before it, provided, that the
organization meeting in any year may be held at a different time and place than
that herein provided, by consent of a majority of the Directors of such new
Board.
Section 7. – Regular Meeting of Board
Regular meetings of the
Board shall be held at such time and place as the Board of Directors determines.
Notice of regular meetings of the Board of Directors shall be posted 14
days prior to the meeting.
Section 8. – Special Meetings of Board
Special meetings of the
Board may be called by the President at any time and shall be called upon the
written request of at least three members of the Board of Directors, by written
notice, telegram or telephone of the time, place and purpose thereof, given at
least seven days before such meeting to each Director. Notice of this special
meeting shall be posted for the members at least seven days prior to the
meeting.
Only in an emergency, may
the Board of Directors meet without posting prior notice to the members. Members
of the Board shall be notified by any method practical. Business shall be
limited to addressing the emergency in the best interests of the members.
All notices required to be
given by any provision of these bylaws, unless otherwise provided, shall state
the authority pursuant to which they are issued (as “by order of the President”,
or “by order of the Board of Directors” as the case may be) and shall bear the
written or printed signature of the Secretary. Every notice shall be deemed duly
served when the same has been deposited in The United States mail, with postage
fully prepaid, plainly addressed to the sendee at his, her or its last address
appearing upon the original or duplicate stock ledger of this Corporation at its
registered office in Michigan, or elsewhere in the corporate records if the
sendee is not a member.
All meetings of the Board
shall be open to members and associate members unless the meeting has been
officially declared an executive session (closed meeting).
A majority of the Directors
shall constitute a quorum of the Board.
of THE BOARD of DIRECTORS
A Nominating Committee shall
be named by the Board of Directors. It will consist of five (5) members, one of
which shall be a board member. The Nominating Committee shall be named by the
Board of Directors no later than March 15th of each year. Any member
may enter his or her name into nomination by corresponding with the Nominating
Committee or the Secretary of the Association. The Association shall certify
eligibility of Nominees prior to publishing the list. Eligibility is defined in
ARTICLE II, paragraph K., and ARTICLE III. Nominations will be closed on June 1st
of each year and published in the Association notice of Annual Election Meeting.
However, nominations from the floor may be made at the Annual Election Meeting.
Section 3 – Voting
Voting for the Board of
Directors shall be in person at the Annual Election Meeting or by absentee
ballot. Absentee ballots shall be
requested, in writing, from the Association Secretary and returned to the
Secretary prior to the meeting.
The business affairs of the
Corporation shall be managed by a Board of Directors composed of seven (7)
members. Each Director shall hold
office for the term for which he/she is elected and until his/her successor is
elected or appointed. The term of
each Director shall be three (3) years or until his successor is elected or
appointed.
After the initial
change over, starting in 2007, in each three (3) year cycle, three (3) Directors
will be elected in the first year and two (2) Directors will be elected in the
second and third years.
Vacancies in the Board of
Directors shall be filled by appointment made by the remaining Directors. Each
person so appointed to fill a vacancy shall remain a Director until he/she has
been elected by the members, who may make such election at their next Annual
meeting or at any Special meeting, duly called for that purpose, held prior
thereto.
The Board of Directors may
have the power to amend the by-laws, by a two thirds vote, provided that the
amendment has been submitted in writing, at the previous regular meeting. The
Board shall not make or alter any bylaws fixing the qualification,
classifications or term of office of any member or members by the then existing
Board. The amendment shall not take
effect until it is approved by a majority of the votes cast at a membership
meeting. Notice of the proposed amendment shall be included in the requisite
notice.
The Board of Directors shall
elect a President, one or more Vice Presidents, a Secretary and a Treasurer, No
officer, except the President and the Vice President (s), need be a member of
the Board.
The Board of Directors shall
have the power to appoint such other officers and agents as the Board may deem
necessary for transaction of business of the Corporation.
Any officer or agent may be
removed by the Board of Directors whenever, in the judgment of the Board, the
business interest of the Association will be served thereby.
Section 7 – Power to Fill Vacancies
The Board shall
have the power to fill any vacancy in any office occurring from any reason
whatsoever.
Section 8 – Delegation of Powers
For any reason deemed
sufficient by the Board of Directors, whether occasioned by absence or
otherwise, the Board may delegate all or any of the powers and duties of any
officer to any other officer or Director, but no officer or Director shall
execute, acknowledge or verify any instrument in more than one capacity.
Section 9 – Power to Appoint Executive
Committee
The Board of Directors shall
have the power to appoint, by resolution, an Executive Committee composed of two
or more Directors who, to the extent provided in such resolution, shall have and
exercise the authority or the Board of Directors in the management of the
business of the Association between meetings of the Board.
The Board of Directors shall
have the power to appoint committees for Association activities. Members of
committees serve at the pleasure of the Board.
The Board of Directors may
require any officer or agent to file with the Association, a satisfactory bond
conditioned for faithful performance of his/her duties.
The Board of Directors shall
have the power to hire a Manager who shall have discretion to hire and terminate
employees as needed.
The compensation of
Directors, officers and agents shall be no less that One Dollar($1.00) per year
and unless otherwise fixed by the Board, no more than One Dollar ($1.00) per
meeting attended.
PURPOSE
The purpose of the conflicts
of interest policy is to protect the Association’s interest when it is
contemplating entering into a transaction arrangement that might benefit the
private interest of a board member, Association officer, member of the
management staff who holds a leadership position, or any employee or member.
POLICY
If any member of the Board
of Directors should have a conflict of interest with an item,
he/she must withdraw from the discussion and abstain from voting on said
item.
If a question of conflict of
interest arises, it shall be resolved by a majority vote of the Board of
Directors if necessary.
The President shall be
selected by and from the Membership of the Board of Directors. He/she shall be
the Chief Executive Officer of the Association. He/she shall have general and
active management of the business of the Association and shall see that all
orders and resolutions of the Board are carried into effect. He/she shall be
ex-officio a member of all committees and shall have the general powers and
duties of supervision and management usually vested in the office of President
of a Corporation.
Section 2 – Vice Presidents
The First Vice President,
and then the Second Vice President, shall perform the duties and exercise the
powers of the President during the absence or disability of the President.
Section 3 – Secretary
The Secretary shall attend
all meetings of the Members and Associate Members and the Board of Directors,
and of the Executive Committee, and shall preserve in books of the Association,
true minutes of the proceedings of all such meetings. He/she shall safely keep
in his/her custody the seal of the Association and shall have authority to affix
the same to all instruments where its use is required. He/she shall give all
notices required by statute, Bylaw or resolution. He/she shall perform such
other duties as may be delegated to him/her by the Board of Directors or by the
Executive Committee.
The Treasurer shall have
custody of all Corporate funds and securities and shall keep in books belonging
to the Association, full and accurate accounts of all receipts and
disbursements; He/she shall deposit all monies, securities and other valuable
effects in the name of the Association in such depositories as may be designated
for that purpose by the Board of Directors. He/she shall disburse the funds of
the Association as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Directors at the regular
meetings of the Board, and whenever requested by them, an account of all his/her
transactions as Treasurer and of the financial conditions of the Association.
An Assistant Secretary, in
the absence or disability of the Secretary, may be appointed and shall perform
the duties and exercise the powers of the Secretary. An Assistant Treasurer, in
the absence or disability of the Treasurer, may be appointed and shall perform
the duties and exercise the powers of the Treasurer.
At the discretion of the
Board of Directors, the office of Secretary and Treasurer may be held by one
person.
Each person who was or is a
party to, or is threatened to be made a party to, or is involved in any action,
suit or proceeding; whether civil, criminal, administrative or investigative;
formal or informal (hereinafter referred to as a “proceeding”) by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a Director or Officer of the Association or, while serving as a
Director or Officer of the Association, is or was serving at the request of the
Association as a Director, Officer, Partner, Trustee, employee, or agent of
another foreign or domestic Association, partnership, joint venture, trust or
other enterprise, whether for profit or not, including service with respect to
employee benefit plans, whether the basis of the proceeding is alleged action in
an official capacity as a Director, Officer, employee or agent or in any other
capacity while serving as a Director or Officer, shall be indemnified and held
harmless by the Association to the fullest extent authorized by the Michigan
Business Corporation Act (MBCA), as it exists or may be amended (but, in the
case of any such amendment, only to the extent that the amendment permits the
Association to provide broader indemnification rights than the MBCA permitted
the Association to provide before the amendment), against all expenses,
liability and loss (including attorney fees, judgments, fines, ERSIA excise
taxes, or penalties and amounts to be paid in settlement)
reasonably incurred by the person in connection therewith, and the
indemnification shall continue for a person who has ceased to be a Director or
Officer and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in Article IX,
Section 2 of these bylaws with respect to proceedings seeking to enforce rights
of indemnification, the Association shall indemnify any such person seeking
indemnification in connection with a proceeding, or part thereof, initiated by
the person only if the proceeding, or part thereof, was authorized by the Board
of Directors of the Association. To the extent authorized by the MBCA, the
Association may, but shall not be required to,
pay expenses incurred in defending a proceeding in advance of its final
disposition, except that the advancement of expenses shall be mandatory if a
provision in the Articles of Incorporation, these bylaws, or a resolution of the
Board make indemnification mandatory unless the provision specifically provides
otherwise. The right to indemnification conferred in this article shall be a
contract right.
The right to indemnification
conferred in this article shall not be exclusive of any other right that any
person may have or acquire under any statute, provision of the Articles of
Incorporation, bylaw, agreement, vote of members or disinterested Directors, or
otherwise.
The Association may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the payment by the Association, for expenses incurred in
defending any proceeding before its final disposition, to any employee or agent
of the Association to the fullest extent of the provisions of this article with
respect to the indemnification and advancement of expenses of Directors and
Officers of the Association.
The
Association may maintain insurance, at its expense, to protect itself and any
Director, Officer, employee or agent of the Association or of another
Association, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Association would have the power
to indemnify the person against the expenses, liability or loss under the MBCA.
ARTICLE X
Section 1 – Checks, Etc.
All checks, drafts and
orders for payment of money shall be signed in the name of the Association by
any two of the following Officers: President, Vice President, and/or
Secretary/Treasurer as the Board of Directors shall from time to time designate
for that purpose.
Section 2 – Contracts, Conveyances, Etc.
When the execution of any
contract, conveyance or other instrument has been authorized without
specification by the executing Officers, the President, or any Vice President,
and the Secretary, or Assistant Secretary, may execute the same in the name and
behalf of this Association and may affix the Corporate seal thereto. The Board
of Directors shall have the power to designate the Officers and agents who shall
have the authority to execute any instrument in behalf of this Association.
POWER OF BOARD TO BORROW MONEY
The Board of Directors shall
have full power and authority to borrow money whenever, in the discretion of the
Board, the exercise of said power is
required in the general interests of this Association, and in such case,
the Board may authorize the proper Officials of this Association to make,
execute and deliver, in the name and behalf of this Association, such notes,
bonds and other evidence of indebtedness as said Board shall deem proper, and
said Board shall have the full power to mortgage the property of this
Association, or any part thereof, as security for such indebtedness, and no
action on the part of the Membership of this Association shall be requisite to
the validity of such note, bond, evidence of indebtedness or mortgage. This
power is limited in the amount of anticipated or other revenue.
ARTICLE XII
FISCAL YEAR
The fiscal year shall begin
the first day of March in each year.
ARTICLE XIII
These By-laws may be
amended, altered, changed, added to, or repealed by the affirmative vote of a
majority of the Members, if notice of the proposed amendment, alteration,
change, addition, or repeal be contained in the notice of the meeting, or by the
affirmative vote of two-thirds (2/3) of the Board of Directors at a regular or
special meeting of the Board; provided, however, that the Board of Directors
shall not make or alter any by-laws fixing their qualifications,
classifications, terms of office or compensation; provided also, that any
by-laws made by an affirmative vote of two thirds (2/3) of the Board of
Directors, as provided herein, may be amended, altered, changed, added to, or
repealed by the affirmative vote of a majority of the Members entitled to vote
at any regular or special meeting of the Members and Associate Members; and
provided further, that no change of the date of the Annual Meeting of Members
shall be made within thirty (30) days before the day on which such meeting is to
be held, unless consented to in writing, or by resolution adopted at a meeting,
by all members entitled to vote at a special or Annual Meeting.
ASSESSMENTS AND LIENS
The Board of the
Association shall fix the amount of the annual assessment per member by the
first day of February of each year or as soon thereafter as practical, and
written notice of the assessment, so fixed, shall be sent to each Member prior
to February 15 of each year. The
increase in the assessment shall be no more, and may be less than, Fifty
($50.00) Dollars per lot per year.
Each charge so made shall be paid by the Member to the Association on or before
the first day of March of each year for the current year.
Where either the date of the assessment or of written notice is delayed,
the payment date may be set back by a similar period if deemed desirable to do
so by the Board.
If any charge levied or assessed against
any Lot shall not be paid when due, it shall ipso facto become a lien upon the
Lot or Lots owned by persons owing such charge or charges and shall remain a
lien against said Lot or Lots until paid in full, together with interest as
hereinafter provided and other costs or charges which might become due as a
result of nonpayment. All Assessments shall bear interest at the rate of seven
(7%) percent from their due date until paid in full.
If in the opinion of the Board such charges shall remain due and payable
for any unreasonably long period of time, they may, on behalf of the
Association, institute such procedures either in law or in equity, either by way
of foreclosure or such lien or otherwise, to collect the amount of said charge
in any court of competent jurisdiction. The Owner subject to the charge shall,
in addition to the amount of the charge at the time legal action is instituted,
be obligated to pay any expenses or costs including attorney’s fees incurred by
the Association in collecting the same. Every person who shall become an Owner
of any Lot, whether such ownership be legal or equitable, and any person who may
acquire any interest in such Lot, whether as an Owner or otherwise, is hereby
notified by acquisition of such interest, agrees that any such liens of charges
are valid liens and shall be paid. Every person who shall become an Owner of a
The Association shall not be
required to transfer Membership on the books or to allow the exercise of any
rights or privileges on account thereof to any Owner of a
Section 4 – Personal Liability
Each Member shall remain
personally liable for the payment of all assessments against his/her
The Board shall call for an
annual financial audit...
The Parliamentary Authority
for this Association shall be the current edition of Robert’s Rules of Order.