Association Bylaws

Pine Center Association

PINE CENTER ASSOCIATION

BYLAWS

ARTICLE I

Purpose

The purposes for which this corporation is organized shall be those specific and general purposes set forth in the Articles of Incorporation of the Association.  In furtherance of such purposes, this Association shall promote and maintain the safety, property values and general well being of the members of the Association and the property of the members located within the Pine Center Subdivision.

The Association is organized to represent its members with respect to matters now or hereafter concerning one or more of its members regarding property located within the Pine Center Subdivision and for the purpose of protecting the civic, cultural, social and economic interests, of the property owners of Pine Center Subdivision to the end that it will promote sound planning, development and continued progress of the area.

ARTICLE II

Members

Section 1. Eligibility.  Every person or entity owning legal or equitable title to any real property included in the Pine Center Subdivision, West Bloomfield, Oakland County, Michigan shall be eligible for membership in the Association, and no other person or entity shall be eligible for membership.  Notwithstanding the foregoing, members of the family of an eligible Association member who live with the Association member in the Pine Center Subdivision shall enjoy the benefits of Association membership if the eligible member is an active member.

Section 2. Active Members.  Notwithstanding Section 1 of this Article II, only eligible individuals who have (i) currently paid all dues and/or assessments levied by the Association within the time period for making such payments; (ii) have abided by and are in compliance with the Bylaws and any rules and requirements of the Association including, without limitation, park area or Boat Slip Rules and Requirements, shall be considered active members of the Association.  Only active members shall (i) be eligible for election or appointment as directors or officers of the Association; (ii) or for membership on an Association committee; (iii) shall have access to the park area; or (iv) use of the dock or boat slips constituting the marina maintained for the resident/Lot Owners of the Pine Center Subdivision.  Only active members shall be eligible to vote on any matter coming before the Association for decision.  As used herein the term Amember@ means only an active member.

Section 3. Suspension of Rights and Privileges.  A person who fails to maintain his or her status as an active member shall be suspended from the rights and privileges of membership, including but not limited to:

A. Voting rights.

B. Any and all access to the marina or boat slips.

C. Use of park area or swimming and beach facilities.

The Board of Directors shall notify each member of their status and reason for possible impending suspension by certified mail.  The member shall have ten (10) days to respond before final action is taken by the Board of Directors.

ARTICLE III

Dues and Assessments

Section 1. Dues and Assessments.  The Board of Directors shall determine the amount of dues and/or assessments to be levied from time to time.  Such dues and/or assessments shall be levied on a reasonable and uniform basis, as deemed appropriate by the Board of Directors for the intended purpose of such levy.

Section 2. Notice of Dues and Assessments.  The Board of Directors shall cause a notice of any dues and/or assessments of members to be delivered by first-class mail or by personal delivery at least ten (10) days prior to the annual meeting each year.  Except in the case of Association dues to be used for the general purpose of defraying costs incurred by the Association in the normal conduct of its business, the notice shall state the purpose of the levy and the method used to determine the amount of assessment.

Section 3. Payment of Dues and Assessments.  Each member shall pay the amount of dues and/or assessments levied within the time period granted by the Board of Directors.  The time period shall not be less than twenty (20) days from the date of notice, unless otherwise required by unavoidable circumstances.

Section 4. Default in Payment.  If dues and/or assessments or other charges (ACharges@) are not paid within the required time period set by the Board of Directors, they shall be considered as being in default.  A member whose Charges are in default shall no longer be an active member of the Association and shall lose the privileges of active membership, as set forth in Section 2 and 3 of Article II.  If a Director or officer of the Association loses the privileges of active membership, he or she shall immediately be relieved of the duties of such position.  A member may again become an active member by paying to the Association all Charges in default (including those levied while a member but not an active member), with interest at the maximum legal rate from the due date of each obligation in default, to the date of payment.  The Board of Directors, in its sole discretion, may waive any or all of the Charges, and/or interest thereon, in the event of special circumstances.

If a member has been relieved of his or her position as a Director or officer by virtue of a default hereunder, and such vacancy has not been filled, upon reinstatement as an active member such person shall again hold such position.  If such vacancy has been filled, reinstatement as an active member shall not entitle such person to such prior position.

ARTICLE IV

Meetings

Section 1. Procedure.  Meetings of the Association shall be held at a suitable place convenient to the members, as may be designated by the Board of Directors.  Each member shall have one vote for each lot owned within the Pine Center Subdivision.  Where a parcel is owned by more than one person, there shall be no more than one vote.  Meetings of the Association shall be conducted in accordance with Roberts Rules of Order, when not otherwise in conflict with the Articles of Incorporation, these Bylaws or the laws of the State of Michigan.

Section 2. Meetings.  The annual meeting of members of the Association shall be held in the months of February, March or April on a date set by the Board of Directors, at such time and place as shall be determined by the Board of Directors.  At such meetings there shall be elected by ballot of the members a Board of Directors in accordance with the requirements of these Bylaws.  The members may also transact at annual meetings such other business of the Association as may properly come before them.

Section 3. Special Meetings.  Special meetings of the members of the Association may be called by either the Board of Directors or the holders of twenty-five percent (25%) or more of the total votes in the Association.  The notice of any special meeting shall set forth the business to come before the members, and only such business shall be transacted.

Section 4. Notice.  It shall be the duty of the Secretary (or other Association officer designated by the President in the Secretary's absence) to serve a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each member of record, at least ten (10) days but not more than sixty (60) days prior to such meeting.  The mailing, postage prepaid, of a notice to a member  at the address filed with the Association, or a personal delivery of such notice, shall be deemed notice served.  Any member may, by written waiver of notice signed by such member, waive such notice, and such waiver, when filed in the records of the Association, shall be deemed due notice.

Section 5. Quorum; Adjournment.  Presence at a meeting of the holders of thirty percent (30%) or more of the votes in the Association shall constitute a quorum.  If any meeting of members cannot be held because a quorum is not in attendance, the members who are present may adjourn the meeting for not more than thirty (30) days.

Section 6. Order of Business.  The order of business at the annual meeting shall be as follows:

  1. Meeting called to order.
  2. Reading of minutes of previous meeting.
  3. Communications.
  4. Reports of Officers and Committee Chairman.
  5. Unfinished business.
  6. Nominations from floor.
  7. Voting for Directors.
  8. New Business.
  9. Program.
  10. Discussion of park area and Boat Slip Rules and Requirements
  11. Adjournment.

Section 7. The order of business of all other meetings, insofar as possible, of the Association shall be the same except for F and G. 

ARTICLE V

Board of Directors

Section 1. Number.  The affairs of the Association shall be governed by a Board of at least three (3) and not more than ten (10) Directors, all of whom must be members of the Association.  Directors shall serve without compensation.

Section 2. Election; Terms.  The first Board of Directors shall be elected at the first meeting of members of the Association.  The Directors shall serve two (2) year terms, unless they sooner resign or are removed.  The Directors shall hold office until their successors have been elected and hold their first meeting.

Section 3. Powers. The Board of Directors shall have the powers and duties normally enjoyed by directors of nonprofit corporations as more fully provided in the Michigan Nonprofit Corporation Act (the "Act").

Section 4. Vacancies.  Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the members of the Association shall be filled by vote of the majority of the remaining Directors.  Each person so elected shall be a Director until a successor is elected to fill the remainder of the term at the next meeting of the Association.

Section 5. Removal.  At any regular meeting of the Association duly called, and at any special meeting of the Association called in whole or in part for such purpose, any one or more of the Directors may be removed with or without cause by a vote of those members entitled to vote in an election of such Director's replacement.  At that time a successor shall be elected to fill the vacancy thus created.  A successor Director so elected shall serve until the end of the term of the person he was elected to replace.  Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.

Section 6. Initial Meeting.  The first meeting of a newly elected Board of Directors shall be held within ninety (90) days after its election at such time and place as shall be fixed by the Directors at the meeting at which such directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 7. Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year.  Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least ten (10) days prior to the date named for such meeting.

Section 8. Special Meetings.  Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting.  Special meetings of the Board of Directors shall be called by the President or Secretary in a like manner and at like notice on the written request of three Directors.

Section 9. Waiver of Notice.  Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice.  Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice of the time and place thereof unless the appearance is for the purpose of protesting the holding of such meeting.  If all the Directors are present at any meeting of the Board, no notice shall be required, and any business may be transacted at such meeting.

Section 10. Quorum.  At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless otherwise set forth herein.  If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time.  At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.  The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for purposes of determining a quorum, but no proxies shall be permitted.  Day to day management and operations of the Subdivision, including Park and Marina will be bound by these Bylaws. 

Section 11. Bonding.  The Board of Directors may require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds.  The premiums on such bonds shall be expenses of administration.

ARTICLE VI

Officers

Section 1. Designation.  The officers of the Association shall be a President, Vice President, Secretary and Treasurer, who shall all be members of the Board of Directors.

Section 2. Appointment.  The officers of the Association shall be appointed annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.

Section 3. Removal.  Upon affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called in whole or in part for such purposes.

Section 4. President.  The President shall be the chief executive officer of the Association.  The President shall preside at meetings of the Association and of the Board of Directors.  The President shall have all of the general powers and duties which are usually vested in the office of the president of a corporation, including, but not limited to, the power to appoint committees from among the members of the Association from time to time as the President may deem appropriate to assist in the conduct of the affairs of the Association.

Section 5. Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association; the Secretary shall have charge of such books and papers as the Board of Directors may direct; and shall, in general, perform all duties incident to the office of the Secretary.

Section 6. Treasurer.  The Treasurer shall have responsibility for the Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements, specifying the operating expenses clearly, in books belonging to the Association.  The Treasurer shall be responsible for the deposit of all moneys and other valuable effects in the name and to the credit of the Association, and in such depositories as may, from time to time, be designated by the Board of Directors.  The Treasurer shall ensure that expenditures for the maintenance and repair of Association property and any other expenses incurred by or in behalf of the Association are properly recorded.  The Treasurer shall prepare and distribute to each member at least once per year the Association financial statement.

Section 7. Other Duties.  The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.

ARTICLE VII

Standing and Special Committees

Section 1. Boat Committee.  The Board of Directors shall appoint the Boat Committee.  The people serving on the Boat Committee shall serve at the pleasure of the Board of Directors and shall consider any and all rules, regulations and actions related to the park area, beach facilities, boat slips or marina. 

Section 2. Other Committees.  The President or the Board of Directors may appoint such standing or special committees as deemed necessary, and shall define the duties of each appointed committee.  Committees shall meet at the call of the President or the chairperson of each respective committee, and shall report to the Board of Directors as requested.

ARTICLE VIII

Finance/Records

Section 1. Fiscal Year.  The fiscal year of the Association shall be an annual period commencing on such date as may be initially determined by the Directors.  The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause.

Section 2. Depository.  The funds of the Association shall be deposited in such financial institution as may be designated by the Directors and shall be withdrawn only upon the check or order of such officers, employees or agents as are designated by resolution of the Board of Directors from time to time.

Section 3. Signing of Instruments.  When the board or these bylaws authorize the signing of a contract, conveyance, or other instrument without specification of the signing officer, the President or the Treasurer may sign in the name and on behalf of the corporation and may affix the corporate seal to the instrument.  The board may authorize other officers and agents to sign instruments in the name and on behalf of the corporation.

Section 4. Corporate Books and Records.  The corporation shall keep books and records of account and minutes of the proceedings of its members, board of directors, and committees, if any.  The books, records, and minutes may be kept outside the State of Michigan.  The corporation shall keep within the State of Michigan, records containing the names and addresses of all members.  Any of the books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.  The corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record.

Section 5. Seal.  The corporation may have a seal in the form that the board of directors determines.  The seal may be used by causing it or a facsimile to be affixed, impressed or reproduced.

ARTICLE IX

Indemnification of Officers and Directors

The Association shall indemnify every Association Director and officer to the fullest extent authorized by the laws of the State of Michigan.

ARTICLE X

Amendments

Section 1. Method.  These Bylaws may be amended by the Association, at a duly constituted meeting, by a majority vote of the Members except for rules and regulations relation to the park area, marina or boat slips which shall require seventy percent (70%) vote of the Members.

Section 2. Proposed.  Amendments to these Bylaws may be proposed by the Board of Directors of the Association acting upon the vote of a majority of the Directors or by seventy percent (70%) or more in number of the active members of the Association whether meeting as active members or by instrument in writing signed by them.

Section 3. Meeting.  Upon any such amendment being proposed, a meeting for consideration of the same shall be duly called in accordance with these Bylaws.

Section 4. Distribution.  A copy of each amendment to these Bylaws shall be furnished to every active member of the Association after adoption, but failure to make such distribution shall not affect the validity of any amendment otherwise duly adopted.

ARTICLE XI

Boat Slips

Section 1.  The Board will make every effort to ensure dock space to accommodate one boat for requesting members based on the Boat Slip Rules and Requirements (as amended from time to time).  Rules, requirements and regulations regarding the park area boat slips or marina must be agreed to by seventy percent (70%) of the lot owners in the Pine Center Subdivision.

In the event sufficient space cannot be arranged for all requesting members, a rotation schedule shall be established by the Boat Committee for boat slip assignment.  The current Boat Slip Rules and Requirements adopted in July, 2001 attached hereto as Exhibit AA@ shall initially govern the use of the boat slips.

ARTICLE XII

General rules and Provisions

Governing Members' Use of the Outlot 

Section 1. The Board of Directors and/or its appointed Boat Committee shall exercise the ultimate authority and responsibility for the interpretation and enforcement of all Boat Slip Rules and Requirements and any other matters pertaining to the control, supervision and maintenance of the park area, marina or boat slips.