Section 1. The name of the Association shall be the Douglas Lakeshore Association.
Section 2. The principal office of the Association shall be in the Saugatuck/Douglas/Fennville area of the State of Michigan.
Section 1. The Douglas Lakeshore Association shall be comprised of homeowners and property owners with vested interests either on or nearby 70th Street which is also known as Lake Shore Drive in the City of Saugatuck, Village of Douglas, Saugatuck Township, Allegan County of Michigan.
Section 1: The purpose for which the Corporation is formed is as follows:
To cooperate with individuals, groups and with units of government in evolving private and public approaches and solutions to the common local problems and needs of the owners of property near Lake Michigan in or near to the community of Douglas, Michigan; to act as official spokesman for the cottage (real estate) owners of such area in expressing their needs, problems and desires; to promote and protect the common interests of such property owners; to use all lawful means to improve and protect common and individual facilities in such area; to acquire, utilize, deal with and dispose of, by any lawful method, property of every type and nature; to have all powers and to carry on all activities which are necessary, convenient or incidental to the foregoing purposes.
Section 1: The definition or identification of “members”.
All persons who are presently members in good standing of the Douglas Lake Shore Association, an unincorporated association, together with any owner or occupant of realty in the greater Douglas community area, who signifies his, her or its desire to become a member of this corporation shall be entitled to membership, which shall continue as long as he, she or it pays the membership dues and assessments and complies with the reasonable and lawful requirements made by this corporation for the government of its members. Eight members shall constitute a quorum.
Section 2: ELECTION OF MEMBERS. Applicants for Active Membership shall file a written application with the Secretary of the Association in such format as the Board of Trustees shall, from time to time, approve; and upon acceptance of payment of annual dues, shall be accepted as a member.
Section 3: VOTING RIGHTS. Only Active Members shall have the right to vote and be entitled to one vote on each matter submitted to a vote.
Section 4. TERMINATION OF MEMBERSHIP. Membership in this Association may terminate by voluntary withdrawal and/or failure to remit dues and renew membership within thirty (30) days of the time annual dues renewal notices are mailed. All rights, privileges, and interests of a member in the Association shall cease on the termination of membership.
Section 1: ANNUAL DUES: The Board of Trustees may determine, from time to time, the amount of initiation fee, if any, and annual dues payable to the Association by members.
Section 2: PAYMENT OF DUES: Dues shall be payable upon acceptance of a Member’s application and in the case of renewal of membership, within thirty days of presentation of a dues invoice.
Section 1: ANNUAL. There shall be an annual meeting of the Association held before the first day of September of each year for the election of members of the Board of Trustees, the presentation of the Association’s annual report to the membership, and the transaction of any other business of relevance to the membership. Notice of such meeting, defined either by the Secretary or President of the Association shall be mailed to the last reported address of each member at least 30 days before the time appointed for the meeting.
Section 2: SPECIAL. Special meetings of the Association may be called whenever deemed appropriate by the President or the Board of Trustees. Notice of any special meeting shall be mailed to each member at his last recorded address at least 14 days in advance with a statement of time, place, and information as to the subject(s) to be considered. The President can electronically contact the Board members and poll Board members on urgent issues. A majority of the Board polled electronically has the same weight as a special meeting conducted in person.
Section 3: ORDER OF BUSINESS. The Board of Trustees shall determine the scope of matters that may be considered at any meeting of the Association, and any subjects introduced by the membership will be in the form of recommendations to the Board of Trustees.
Section 4: QUORUM. The Active Members present at meetings to which
notice has been given in accordance with Sections 1 and 2 of this Article will constitute a Quorum. Recommendations to the Board of Trustees will require a majority vote of the Active members present.
Section 1: GENERAL POWERS: The affairs of the Association shall be managed by a Board of Trustees of 12 members.
Section 2: QUORUM: A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 3: QUALIFICATIONS: Only the home or property owners of legal record shall be eligible for election and/or to serve as a Trustee. No more than one Trustee from such home or property shall be permitted to serve on the Board of Trustees at one time.
Section 4: TENURE OF OFFICE: Trustees shall be elected by the Active Members at each Annual Meeting of the members for a term of three years or less and shall continue to serve until their successors are duly elected and qualified. Trustees elected for a full term of three years or less may be reelected for successive terms of three years.
Section 5: COMMENCEMENT OF TERM: The installation of the Trustees elected at the Annual Meeting of the Active Members shall take place during the said Annual Meeting in the manner designated by the Board of Trustees.
Section 6: ELECTION OF TRUSTEES: Not less than 30 days before the Annual Meeting of the Active Members, the President shall appoint from the board a Nominating Committee of 3. The Chairman of the Nominating Committee shall be a Board member and shall also be named by the President. It shall be the duty of the Nominating Committee to select and nominate, from the roster of Active Members, a slate of candidates for all directorships to be filled at the Annual Meeting. The nominating committee shall recommend only one candidate for each Trustee to be elected. Nominations from the floor by members in good standing will be accepted on the day of the election. All other matters relating to Trustee nominating procedures will fall within the general powers of the Board of Trustees as stated in Article VII, Section 1.
Section 1: OFFICERS: The officers of the association shall be a President, Vice President, Secretary and Treasurer. The Board of Trustees may elect or appoint such other officers as it shall deem desirable, with such authority to perform such duties as prescribed by the Board of Trustees.
Section 2: ELECTION AND TERM OF OFFICERS: The officers of the Association shall be elected by a majority vote of the Board of Trustees at the Annual meeting of the Board. The term of office for each officer shall be one year. The officers elected at the Annual Meeting of the Board of Trustees shall be installed at a time and in the manner designated by the Board of Trustees. Each officer shall hold office until his successor shall have been elected and qualified. The three board members who are members of the Nominating Committee, appointed by the President in accordance with Article VII, Section 6 hereof, shall act as a Nominating Committee for the nomination of officers. No rules of succession shall restrict the Nominating committee from nominating a candidate for office regardless of the office held by the nominee.
Section 3: REMOVAL: Any officer elected or appointed by the board of Trustees may be removed by a majority vote of the Board of Trustees whenever in its judgment the best interests of the association would be served thereby.
Section 4. VACANCIES: A Vacancy in an office for any reason whatsoever, shall be filled as promptly as practical by majority vote of the Board of Trustees at a regular or special meeting of the Trustees. The officer so elected shall serve for the unexpired term.
Section 5. PRESIDENT: The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. S/he shall preside at all meetings of the members and of the board of Trustees. S/he may sign, with the Secretary or any other proper officer of the Association, authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees by these by-laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such duties as may be prescribed by the Board of Trustees from time to time.
Section 6. TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever: receive, complete and respond to all required federal, state and local reporting forms; and deposit all monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President of the Board of Trustees.
Section 7.SECRETARY shall keep the minutes of the meetings of the members and of the Board of Trustees 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 Association records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post-office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board of Trustees
Section 1. EXECUTIVE COMMITTEE. The President, Vice President, and Secretary/Treasurer shall be known as the Executive Committee, which Committee in the interim period between Board meetings shall have and exercise the authority of the Board of Trustees in the management of the Association, except that no such committee shall have the authority of the Board of Trustees in reference to amending, altering or repealing the by-laws, electing, appointing, or removing any member of any such committee or any Trustee or officer of the Association; amending the Articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another association; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking precedents therefore; adopting a plan for the distribution of assets of the Association; amending, altering or repealing any resolution of the Board of Trustees which by its terms provide that it shall not be amended, of repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees or any individual Director, of any responsibility imposed upon it by law.
Section 2. OTHER COMMITTEES. Except for the Executive Committee and the Nomination Committee where membership is specifically provide for in the by-laws, the President may from time to time appoint such committees from among the members as shall be required or necessary to effectuate the policies of the Association. The size of each committee shall be designated by the President. No committee shall consist of fewer than three members.
Section 3. TERM OF OFFICE Each member of a committee shall continue as such until the next annual meeting of the members of the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. CHAIRMAN. The President shall appoint one member of each committee to be chairman.
Each Trustee, Officer and member of any committee of the Association, now or hereafter in office, and his heirs, executors, and administrators shall be indemnified by this Association against all costs, expenses, and amounts of liability, therefore; including; counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding or claim to which he may be made a party; in which he may be or become involved by reason of his acts of omission or commission. The provisions hereof shall apply to any settlement of the action, suit, or proceeding whether or not he continues to be such Trustee, Officer or member at the time of incurring such costs, expense or amounts; and whether or not the action or omission to act on the part of such Director, Officer or member which is the basis of such suit, action or proceeding occurred before or after the adoption of this by-law. This indemnification shall not apply to such Trustee, Officer, or member who shall be finally adjudged in such action, suit, or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of this duty. Further, the indemnification herein provided shall, with respect to any settlement of any such suit, action proceeding, or claim include reimbursement of any amounts paid and expenses reasonably incurred in settling any such action, suit, proceeding, or claim when, in the judgment of the Board of Trustees of this Association, such settlement and reimbursement appear to be for the best interest of this Association. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as which any such Trustees, Officer, or member may be entitled under any agreement or vote of
Trustees.
Section 1. CHECKS, DRAFTS, ETC. All checks, drafts, or order for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by the resolution of the Board of Trustees.
Section 2. DEPOSITS. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Trustees may select.
Section 3. GIFTS. The Board of Trustees may accept on behalf of the Association any contribution, gift or bequest for the general purpose or for any special purpose of the Association.
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees and committees having any of the authority of the Board of Trustees, and shall keep, at its registered or principle office, a record giving the names and addresses of the members entitled to vote.
The fiscal year of the association shall begin on the first day of January and end on the last day of December in each year.
Section 1. These by-laws may be altered, amended or repealed and new by-laws adopted by a two-thirds affirmative vote of all the Trustees present at any Regular Meeting or any Special Meeting upon 30 days written notice to the members of the Board of a meeting to be held to alter, amend, or repeal or to adopt new by-laws at such meetings.
Section 2. These by-laws may be altered, amended or repealed and new by-laws adopted by a two-thirds affirmative vote of the Active Members present, in person or by proxy, at a regular or special meeting of the Members of the Association, provided that a petition setting forth in detail the proposed amendment(s) is signed by one-third of the Active Members of the Association and filed with the Secretary. The proposed amendment(s) shall then be submitted in writing to each Active Member of the Association, with the meeting notice, thirty days in advance of the date at which the said meeting is to take place. The Secretary shall include with the notice of the meeting and the text of the proposed amendment(s) a statement by the President of the Association outlining the opinion of the Board of Trustees with respect to the proposed amendment(s).
Section 1. Whenever, in the judgment of the Board of Trustees, any question shall arise which it believes should be put to a vote of the Active Membership and when it deems it inexpedient to call a special meeting for such purpose, the Trustees may, unless otherwise required by these by-laws, submit such a matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within 60 days after such submission to the membership, provided that in each case votes of at least 40 percent of members shall be received. Any and all action taken in pursuance of a majority mail vote in each such case shall be binding upon the Association in the same manner as would be action taken at a duly called meeting.
The Association may have a seal of such design as the Board of Trustees may adopt.
The Association shall use its funds only to accomplish the objectives and purposes specified in these by-laws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association, any fund remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Trustees.
