BYLAWS OF PARK LAWN BEACH ASSOCIATION, INC.

June 18, 2014

 

ARTICLE I - NAME

Section 1 The name of this Corporation is Park Lawn Beach Association, Inc.

 

ARTICLE II - LOCATION

Section 2 The principle office of this Corporation is located in Dexter Township, Washtenaw County Michigan.  The corporate terms shall be perpetual.

 

ARTICLE III - PURPOSE

Section 3    The purpose, or purposes, of this Corporation are as follows:  To maintain the private roads and for the improvement and general betterment of the following subdivisions in Washtenaw County, Michigan, namely Park Lawn Beach Subdivision and Park Lawn Beach Subdivision NO. 1; and to own real estate in said district, but not for profit, and for such other purposes as may be beneficial to the general welfare of said district.  These two subdivisions will be referred to hereinafter as the subdivision.  Both community property and purchased real estate shall be referred to hereinafter as community property.

 

ARTICEL IV - MEMBERSHIP

Section 4    Homeowners in the Subdivision or individuals who owns sufficient property in the Subdivision to meet the building code requirements of Washtenaw County 12:01 AM on August 25, 1981, are members in this Corporation and are responsible for applicable dues, fees and assessments.  Members or their tenants are entitled to use of the community's facilities upon payment of all dues, fees and assessments.

 

ARTICLE V - VOTING RIGHTS

Section 5    Each member who has paid applicable dues, fees and assessments shall be entitled to one (1) vote in person or by proxy.  In the case of joint ownership only one (1) party shall be entitled to vote.

 

ARTICLE VI - MEETINGS & ELECTIONS

Section 6    Annual Meetings.  The Annual Meeting of the Membership shall be held in the month and at such date, place and time designated by the board of directors.

 

Section 7    Quorum.  Fifteen (15) active members shall constitute a quorum for the election of directors or for the transaction of any other business.

 

Section 8    Active Members.  Active members shall consist of those property owners as defined in Article IV, Section 4, who have paid applicable dues, fees and assessments as required under these Bylaws.

 

Section 9    Voting.  A majority of the active members present, or represented by proxy, they’re being a quorum present, shall decide any question that may come before the meeting.

 

Section 10    Notices.  Not more than fourteen (14) days or less than seven (7) days notice of all meetings of the membership shall be given by the Secretary.

 

Section 11    Special Meetings.  Special meetings of the membership may be called at any time by resolution of the Board of Directors, or at the call of the President, or upon written request of ten (10) members; provided, however, that the notice above defined be given.

 

Section 12    Election of Directors

 

        (a)    A slate of candidate for election as Directors shall be prepared by the Nominations Committee, as provided for in Section 17 (d) of these bylaws, who shall present same to membership at Annual Meeting.

 

        (b)    The elections shall be conducted by the Elections Committee, as provided for in Section 17 (c) of these bylaws.  All elections may be by ballot, voice vote or proxy.  Candidates receiving a plurality of the votes cast shall be declared duly elected.  In the event of a tie, another ballot shall be taken.

 

ARTICLE VII - BOARD OF DIRECTORS

Section 13     Board of Directors

 

        (a)    The business of the Corporation shall be managed by the Board of Directors constituted of:  Eight (8) Elected Board Members, Immediate Past President (ex-Officio)

                Chairman of Drainage and Roads Committee

                Chairman of Long Range Planning Committee

 

        (b)    Directors.  Four (4) directors shall be elected each year from the membership at large with each director to serve a two (2) year term.

 

        (c)    Meetings.  Regular meetings of the Board of Directors shall be held in July, September, November, January, March and May and at such other times and at such places as the Board of Directors may determine.

 

        (d)    Quorum: At any meeting of the Board of Directors, a majority of the entire membership of the Board as then constituted by the Bylaws shall constitute a quorum for the transaction of business and a majority of the Directors present, there being a quorum present, shall decide any question that may come before the meeting.

 

        (e)    Vacancies.  In the event a member of the Board of Directors becomes inactive by resigning, not meeting corporation membership requirements, or missing three or more scheduled Board of Directors meeting, he/she shall be notified that a replacement will be appointed by the President, subject to concurrence of the majority of remaining directors.  This appointment will last until the next general election by the membership at large.

 

Powers.  The Board of Directors shall confirm the appointment by the President of committees, draft operating policies to supplement and interpret these Bylaws, such policies not to conflict with these Bylaws.  In addition, they may exercise all such other powers and do all such things as may be necessary for the purposes of the Corporation, subject nevertheless to the provisions of law, the Articles of Incorporation, and these Bylaws.

 

The Board of Directors shall be responsible specifically for the following:

            (1) To manage and administer the affairs of, and to maintain the private roadways and other community property of the Subdivision.

            (2)    To levy and collect dues, fees or assessments against and from the members of the Association and to use the proceeds thereof for the purposes of the Association and to enforce payment of dues, fees or assessments through lien proceeding when appropriate.

            (3)    To carry insurance and to collect and allocate the proceeds thereof.

            (4)    To contract for and employ persons, firms or corporations to assist in the maintenance, repair and improvement of the private roadways and other community property of the Subdivision.

            (5) To make reasonable rules and regulations governing the use of the roadways and other community property by members or their tenants or guests, and to enforce such rules and regulations by all legal methods.

            (g)    Indemnification.  The Association shall indemnify to the fullest extent authorized or permitted by the laws of the State of Michigan any person, and his heirs and legal representatives, who is made or threatened to be made a party to an action, suite or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer, employee, agent or non-director volunteer (as such term is defined in the Michigan Nonprofit Corporation Act) of the Association or serves or served any other enterprise at the request of the Association.

 

ARTICLE VIII - OFFICERS

Section 14    Titles,Election,Term.  The officers of this Corporation shall be a President, Vice President, Secretary and Treasurer. They shall be elected from and by the Board of Directors at the first meeting of the Directors following the Annual Meeting.  Their term of office shall be one (1) year and/or until their successors have been elected.

 

The retiring President will automatically be a member of the Board of Directors (ex-Officio) the year following his/her term as President.

 

Section 15    Duties. The duties of the officers of the Corporation shall be as follows:

 

    (a) President.  It shall be the duty of the President to preside at all meetings of the Corporation, Board of Directors, and at the Annual Meeting of the Corporation membership at which he/she shall present his/her annual report including a review of business of the past year and a program plan for the coming year.  The President shall appoint and be an ex-officio member of all committees, all appointments to be subject to the approval of the Board of Directors; shall sign all written contracts and obligations, and shall perform such other duties as are incident to this office.

 

    (b)    Vice President.  The Vice President, in the absence or disability of the President, shall have the powers and perform the duties of the President.  The Vice President shall contact new residents and property owners to inform them in writing of their privileges and responsibilities.

 

    (c)    Secretary.  The Secretary shall keep the minutes of the Corporation and the Board of Directors conduct any and all corporate correspondence and shall issue all notices, invitations, and announcements relating to the meetings and functions of the Corporation.

 

    (d)    Treasurer.  It shall be the duty of the Treasurer to collect all dues, fees and assessments and to report to the Board any members who is sixty (60) days in arrears of dues, fees or assessments or any other indebtedness to the Corporation; to receive and keep account of all money received and to deposit the same in the name of the Corporation in such bank or trust company as may be designated by the Board of Directors, such money to be withdrawn as the Board may direct; shall report financial transactions to the Board at each regular meeting thereof and shall present to the membership a complete financial report for the preceding year at the Annual Meeting thereof; and shall disburse the funds of the Corporation.  He/she shall also sign all written contracts and obligations of the Corporation.  He/she shall keep apprised of changes in property ownership within the Subdivision and apprise the Vice President accordingly.

 

Section 16    All committees shall be appointed by the President by and with the advice and consent of the Board of Directors.

 

Section 17     Standing Committees.  Standing Committees shall be appointed to serve throughout the year and shall be of a number sufficient to handle the business involved, and shall be as follows:

    (a) Drainage and Roads. This committee is to inspect regularly and report the Board on the condition generally of the roads in the Subdivision, particularly as to their maintenance, drainage, use and signs.  The Chairman of this Committee will automatically be a member of the Board of Directors.

 

    (b) Long range Planning.  The Long Range Planning Committee is to develop long range plans for future development or improvement of the Subdivision, including community property, said plans to be projected over a five to ten (5-10) year period; to present specific recommendations to the Board for implementation of early phases of the plan.  The chairman of this Committee will automatically be a member of the Board of Directors.

 

    (c) Elections. This Committee shall consist of three (3) members of the Corporation, and shall count, tabulate and report the vote=s case at said election.

    (d) Nominations. This committee shall consist of three (3) members of the Corporation and they shall prepare a slate of candidate s for election of Directors at the Annual Meeting.

 

Section 18 Special Committees. Special Committees may be appointed from time to time as the Board of Directors may deem expedient and with such members and such duties and powers as the Board may prescribe.

 

Section 19 Financial Obligations. No committee shall incur any expense or financial obligation without the express authorization of the Board of Directors.

 

ARTICLE X - DUES AND OR FEES

Section 20    Dues.  The dues and or fees of the Corporation shall be payable annually on the first day of January.  The amount of dues shall be determined by a majority of the members present at the Annual Meeting or at a special meeting on duly given notice, there being a quorum present.  Dues shall cover the period from January 1 to December 31.  

 

ARTICLE XI - AMENDMENTS

Section 21

(a) Proposal by Directors.  The board of Directors may by a majority vote of the said Board propose to amend these Bylaws at any regular or special meeting of the Board of Directors.  All amendments shall be published by letter to the members of the Corporation at least (30) days before being submitted to the membership for approval.

 

(b) Proposal by Membership.  A proposal to amend the Bylaws may be submitted by any active member at the general or special meeting of the Corporation and shall be presented to the membership for ratification, if approved by a majority of the members attending the meeting at which it was proposed.

 

Ratification.  All proposed amendments shall be published by letter to the members of the Corporation at least thirty (30) days before being submitted to a designated open meeting of the Corporation for approval, and shall be voted upon, or revised and voted upon, at that meeting, provided a quorum is present.  A 2/3 vote shall be required to amend these Bylaws. 

 

ARTICLE XII - POLICIES

Section 22.  Key Policy   The board will implement and maintain a Key Policy setting forth the terms and conditions for issuing and administering keys for the island gate to Active Members of Park Lawn Beach Association. Policy will published when changed or requested.

 

Section 23. Dock Policy  The board will implement and maintain a comprehensive dock policy for the purpose of preserving our legally non-conforming status under zoning regulation 12.04, Common Use Residential District.

 

Section 24. Road Maintenance Agreement  The board will implement and maintain a signed Road Maintenance Agreement to document the contractual obligation of both PLBA and it’s lot owners to maintain community roads and pay for the costs of making reasonable repairs and improvements.