GAYLORD WEST PROPERTY OWNERS ASSOCIATION BY-LAWS
The name of this Corporation is GAYLORD WEST PROPERTY OWNERS ASSOCIATION, herein called the "Association."
The registered office of the Association shall be at such place in the State of Michigan as the Board of Directors shall from time to time determine. The Association may also have offices at such other places in Michigan and in other states as the Board of Directors may determine from time to time.
The specific purpose or purposes for which the Association is formed are stated in its Articles of Incorporation. In general, the Association is formed to promote the welfare of its members by maintaining and beautifying the real property development known as Gaylord West, by enforcing building and use restrictions, by representing its members before governmental boards or bodies, by promoting social and recreational activities and by engaging in such other activities as are incidental thereto and not forbidden by the laws of the State of Michigan, and which in the sole discretion of the Board of Directors are or may be of benefit to the Association and/or its members.
Section 1.1 Qualifications.
(a) All persons owning and purchasing any fee interest or undivided fee interest in any of the real property in the Plat of the Gaylord West Subdivision shall be members of the Association.
(b) Members of the Association shall also include such other persons as the Board or Directors of the Association may from time to time determine.
(c) As used in this Section to define or refer to a member, a "person" means one or more individuals, a partnership, a domestic or foreign corporation or domestic or foreign business corporation, or any other association, corporation, trust, or legal entity.
Section 1.2 Term of Membership.
(a) The membership of the persons or entities described in paragraph (a) of Section 1 of this Article IV shall be construed as an incident of ownership of the property giving rise to membership and shall, therefore, automatically commence upon the acquisition and/or purchase of any fee interest or undivided fee interest in any of the real property located within "Gaylord West" and shall terminate upon presentation to the Association of written evidence satisfactory to the Association of written evidence transferred, assigned, or conveyed to a third person. Upon such transfer, assignment or conveyance, such third person shall become a member of the Association. During such time as any land contract is in force with respect to any real property giving rise to membership, the land contract vendee shall be considered to be the member of the Association. Holders of mortgages, liens, encumbrances, easements, rights-of-way, and holder of legal title under land contracts, or sellers under purchase agreements, shall not be considered owners of property for purposes of determining membership or eligibility for membership in the Association.
(b) The term of any membership created by the Board of Directors of the Association pursuant to paragraph (b) of Section 1 of this Article IV shall be as determined by the Board of Directors.
Section 3. Classes of Membership.
The Association shall have two classes of membership:
(a) Class A. Class A members shall be all persons identified in paragraph (a) of Section 1 of this Article IV.
(b) Class B. Class B members shall be all persons identified by the Board of Directors pursuant to paragraph (b) of Section 1 of this Article.
Section 4. Voting Rights of Membership.
(a) Class A members shall be entitled to vote on all matters concerning the Association. When more than one person holds any property interest giving rise to such membership, all such persons shall be members of the Association and the vote for such interest shall be exercised as they among themselves shall determine, but in no event shall there be more than one vote cast with respect to each such interest.
(b) Each lot in Gaylord West shall have one vote regardless of the number of persons holding any property interest giving rise to membership in the Association.
(c) A member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy, such proxy complying with the terms and provisions of P.A. 1982, No. 162, S421, as now exists or as hereafter amended.
Section 5. Records.
The Association shall maintain a record of the membership of the Association. Such records shall be open to inspection by all members of the Association. The owners or purchases of any interest in any of the lots in Gaylord West giving rise to membership in the Association shall furnish to the Association the name and address of the person to which all notices shall be sent.
Section 1. Maintenance and Recreation Fund.
(a) Each member shall pay to the Association the annual maintenance and recreation charge established by the Association applicable to each lot within Gaylord West.
(b) The amount of said annual charge shall be established and may be adjusted from year to year by the Board of Directors of the Association, as the needs of the Association may in its judgment require, but in no event shall such annual charge exceed $60.00 per lot or other interest giving rise to membership in the Association; provided, that increases in this annual charge may be permitted with the assent of the majority of the votes of those members present in person and those voting by proxy at any meeting of the members, which vote shall make any such additional assessment binding upon all of the members.
(c) The maintenance and recreation fund shall be used for the following purposes as the directors of the Association shall determine necessary and advisable:
Improvement and maintenance of such property as may from time to time be conveyed to the Association; planting of trees and
shrubbery and the care thereof; collecting and disposing of garbage, ashes and rubbish; maintenance of vacant property, road
rights of way, subdivision entrance purchasing, maintaining, or operating any community service or facility (other than community
water or sewer systems) deemed necessary or advisable in the opinion of the directors of the Association for the general welfare
of the membership; for social activities; and for expenses incident to the examination of plans for the enforcement of any of the
building and use restrictions applicable to Gaylord West and for the enforcement of these Bylaws.
Section 2. Special Assessments.
Special assessments may be levied by the Board of Directors in furtherance of the purposes and activities of the Association; provided, however, that no special assessment shall be levied against the members of the Association without having the approval of the majority of the votes of those members present and those voting by proxy at a regular meeting or special meeting of the Association called for that purpose.
Section 3. Failure to Pay Fees or Assessments.
(a) Any member who shall be thirty (30) days or more in default in the payment of the annual maintenance and recreation charge, or in the payment of any special assessment, or in the payment of any dues, shall not be in good standing and shall not be entitled to vote at any meeting of the Association until all such delinquencies have been paid. Delinquent payments of any maintenance and recreation charge or special assessment shall accrue interest at the rate of seven (7%) percent per annum from the date due until paid. The member agrees that the annual maintenance and recreation charge and any special assessment or dues shall be a lien and encumbrances on the land with respect to which the charges, assessments or dues are made. Such lien and encumbrance may be described in an affidavit recorded with the Register of Deeds for the County of Otsego, State of Michigan, and this lien may be enforced as are real estate mortgages, by foreclosure, by advertisement, or in circuit court. The Association shall have the power and right in its own name to take all such action and prosecute all suits which may, in the opinion of the Board of Directors, be necessary or advisable for the collection of such charges and assessments and to take such other steps as it deems expedient to impose a lien upon such land.
(b) Notice of the assessment shall be mailed to al members at the address such members shall provide to the Corporation not later than forty-five (45) days prior to the date that the same are due and payable.
Section 4. Fiscal Year.
The fiscal year of the Association shall be determined by the Board of Directors.
Section 1. Place of Meeting.
Meetings of the members shall be held at such place in or outside the State of Michigan as the Board of Directors may determine. In the absence of a determination by the Board, any meeting properly called shall be held at the registered offce in the State of Michigan.
Section 2. Annual Meeting.
The Annual Meeting of the Association shall be held on the first Monday of May in each year beginning with the year 1993, at such time and at such place as shall be determined by the Board of Directors and specified in the notice thereof.
Section 3. Order of Business Annual Meeting.
(a) The order of business at the annual meeting of the members shall be as follows:
(a) Roll Call
(b) Reading of notice and proof of mailing
(c) Reading of minutes of last preceding meeting
(d) Report of President
(e) Report of Secretary
(f) Report of Treasurer
(g) Report of Committees
(h) Election of Directors
(i) Transaction of other business
(b) In the absence of any objection, the presiding officer may vary the order of business at his discretion.
Section 4. Special Members Meetings.
A special meeting of the members may be called at any time by the President, or by a majority of the Board of Directors, or upon the written request of twenty-five (25%) percent of the members in good standing when submitted in writing to the Secretary.
Section 5. Notice of Meetings of Members.
At least thirty (30) days prior to the date of any meeting written notice of the time and place of such meeting shall be mailed by first class mail to each member in good standing at his address shown on the records of the Association. The notice of special meeting shall state the matters to be considered and no action may be taken on any matter not set forth in the notice of special meeting.
Section 6. Quorum.
Those present or voting by proxy shall constitute a quorum for the transaction of business, including establishing, increasing or decreasing the annual maintenance and recreation fund charge or the levying of special assessments and dues. The vote of a majority of the members present or represented by proxy at any meeting at which a quorum is present shall decide any question properly brought before the meeting, except as otherwise provided by the Gaylord West Restrictions recorded in the Office of the Register of Deeds, County of Otsego, State of Michigan, or by Articles of Incorporation, or the laws of the State of Michigan.
Section 7. Chairperson of Members Meetings.
The President, or in the President's absence or declination, the Vice-President, and the Secretary of the Association shall, if present, act as Chairperson and Secretary of every meeting of members of the Association, unless otherwise directed by the President.
BOARD OF DIRECTORS
Section 1. Number and Terms of Directors.
The business, property and affairs of the Association shall be managed by a Board of Directors composed of the officers and three members at large. The Directors shall be elected by the Members in good standing at each Annual Meeting, and serve for a one-year term.
Section 2. Vacancies.
Vacancies on the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so appointed made by the remaining Directors. Each person so appointed to fill a vacancy shall serve for the remainder of the term of the Director whom he replaced.
Section 3. Action by Unanimous Consent.
If and when the Directors shall severally of collectively unanimously consent in writing to any action to be taken by the Association, such action shall be valid as though it had been authorized at a meeting of the Board of Directors.
Section 4. Power to Elect Officers.
The Board of Directors shall select a President, a Vice President, a Secretary and a Treasurer who shall be members of the Board of Directors. Officers shall hold office for the term of one (l)year or until their successors are elected and qualify.
Section 5. Power to Appoint Other Officers and Agents.
The Board shall have the power to appoint such other officers and agents as the Board may deem necessary for the transaction of business of the Association, and shall have the power to appoint such committees, composed of members of the Board, as the Board shall deem necessary or desirable.
Section 6. Meetings of the Board of Directors.
(a) Regular meetings of the Board of Directors shall be held at such times and places as the majority of the Board of Directors may from time to time determine.
(b) Special meetings of the Board of Directors may be called at any time by the President or Secretary or by a majority of the Board of Directors. Directors shall be notified in writing of the time, place and purpose of special meetings of the Board at least five (5) days prior thereto. Any Director shall, however, be deemed to have waived such notice by his attendance at any meeting.
Section 1. Identification of Officers.
Officers of the Association shall consist of a President, Vice-President, Treasurer and Secretary.
Section 2. President.
The President shall be the chief executive officer of the Association. She/he shall preside over all meetings of the Board and of the members. She/he shall have general and active supervision of the business of the Association, subject however, to the right of the Board of Directors to delegate and specify power except such as may be by statute exclusively conferred upon the President, to any officer of Director of the Association. She/he shall be ex-officio a member of all committees.
Section 3. Vice-president.
In case the office of President shall become vacant by death, resignation or otherwise or in case of the absence of the President or her/his inability to discharge the duties of the office of President, such duties shall for the time being devolve upon the Vice-President, who shall do and perform such other acts as the Board of Directors may, from time to time, authorize.
Section 4. Secretary.
The Secretary shall attend all meetings of the members and the Board of Directors and shall preserve in books of the Association, accurate minutes of the proceedings of all such meetings. She/he shall give all notices required by statute, bylaw or resolution. She/he shall perform such other duties as may be delegated to him by the Board of Directors.
Section 5. Treasurer.
The Treasurer shall have custody of all corporate funds and shall keep in books belonging to the Association, full and accurate accounts of all receipts and disbursements. She/he shall deposit all monies in the name of the Association in such depositories as may be designated for that purpose by the Board of Directors. She/he 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 Board of Directors at the regular meeting of the Board and at the Annual Meeting of the members an account of all her/his transactions as Treasurer and of the financial condition of the Association. The Board of Directors may require the Treasurer to give bond for the faithful performances of her/his duties.
CHECKS AND INSTRUMENTS Section 1. Signatory.
All checks, drafts, or demands for money, and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 2. Designation of Agents.
The Board of Directors of the Corporation may in any instance designate the officers and agents who shall have authority to execute any contract, conveyance, or other instrument on behalf of the Corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the President or Vice-President, and the Secretary or Treasurer may execute the same in the name and on behalf of this Corporation and may affix the corporate seal thereto.
BOOKS AND RECORDS-REPORTS TO MEMBERS
Section 1. Books, Records and Accounts.
The proper officers and agents of the Association shall keep and maintain such books, records and accounts of the Association's business and affairs and such lists of members as the Board of Directors shall deem advisable and as shall be required by the laws of the State of Michigan and/or other states of jurisdictions empowered to impose such requirements.
Section 2. Reports to Members.
The directors and officers of the Association shall prepare and distribute or cause to be prepared and distributed to the members of the Association such annual and other statements of the accounts, operations and properties of the Association as they deem advisable and as shall be required by the laws of the State of Michigan or other jurisdictions empowered to impose such requirements.
The Corporation may have a seal if desired by the Board of Directors and if a seal is chosen, the seal shall have inscribed thereon the name of the Association, the State of incorporation, and the words "Corporate Seal." The seal may be used by causing it or a facsimile to be imprinted, affixed, or otherwise reproduced.
NOTICES AND WAIVERS OF NOTICE
All notices of meetings required to be given to any member or director, may be given in writing by mail, telegram, radiogram or cablegram to such member or director at his last address as it appears on the books of the Association. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched.
These Bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of the majority of the Board of Directors at any regular or special meeting called for that purpose if notice of the proposed amendment, alteration, change, addition or repeal is contained in the notice of the meeting. They may also be amended by a vote of a majority of the members voting in person or by proxy or by ballot at any Annual Meeting of the members called for that purpose; provided, however, that no amendments may be made to these Bylaws, which would contradict, restrict, or otherwise conflict with any of the restrictions recorded for Gaylord West included within the jurisdiction of this Association.
DISTRIBUTION OF ASSETS
In the event of a dissolution of the Association in accordance with the provisions of Act 162 of the Public Acts of 1982, Section 804, the assets of the Association shall be applied and distributed in accordance with Act 162 of the Public Acts of 1982, Section 855(a) and (b) and any remaining assets shall be distributed to the Township of Livingston, County of Otsego, State of Michigan.
Signed by: Mary Parker, Secretary
KNOW ALL MEN BY THESE PRESENTS: I, the undersigned, the duly elected and acting Secretary of GAYLORD WEST PROPERTY OWNERS ASSOCIATION, a Michigan Corporation, do hereby certify: That the within and foregoing By-laws were adopted as the By-laws of said Corporation on the 30h day of October 2001, and that the same do now constitute the By-laws of said Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day of October, 2001.
Michael T. Edwards
Plunkett & Cooney, P.C.
123 West Main St., Ste. 302
Gaylord, MI 49735