GOSHORN LAKE COTTAGE CONDOMINIUM ASSOCIATION
The Condominium By-Laws of Goshorn Lake Cottage Condominium Association, a Condominium Project, attached as a part of the Master Deed pertaining to said Project and recorded in the Office of the Register of Deeds of Allegan County, Michigan, are hereby incorporated by reference and adopted in their entirety as a part of the By-Laws of this Association. The capitalized terms in these Bylaws shall have the meanings given to them in these Bylaws and in the Master Deed.
MEETINGS AND QUORUM
1. Membership Meetings. The initial meeting of the members, absent a special call by the Board of Directors, shall be held on call of the Developer at or before the time required for such meeting by the Condominium By-Laws. At such meeting, the Directors elected at the First Meeting of Incorporators shall resign and a new Board of Directors shall be elected by the members as herein provided.
2. Annual Meeting of Members. Thereafter, the annual meeting of members shall be held on each year at such date, time and place as may be designated by the Board of Directors. Notice of all annual meetings shall be as provided in the Condominium By-Laws.
3. Delayed Annual Meeting of Members. If, for any reason, the annual meeting shall not be held on the day so designated, such meeting may be called and held as a special meeting with the same proceedings as at an annual meeting.
4. Special Meetings of Members. Special meetings of the members may be called by the President or by a majority of the Board of Directors, or by Co-Owners having at least 35% of the votes entitled to notice of the meeting. Notice of special meetings shall be provided in the same manner as for annual meetings.
5. Organizational Meeting of Board. At the place of holding, and immediately following the annual meeting of members, the Board as constituted upon final adjournment of the annual meeting shall convene an organizational meeting for the purpose of electing officers and transacting any other business properly proposed; provided, that the organizational meeting in any year may be held at a different time and place by consent of a majority of the Directors.
6. Regular Meetings of the Board. In addition to its organizational meeting, the Board may hold regular meetings at such other times and places as it shall from time to time determine. Notice of regular meetings shall be given to each Director personally or by mail, telephone, fax or e-mail at least 5 days prior to the date of such meeting. Regular meetings of the Board of Directors may be held by telephone or e-mail in lieu of all of the Board of Directors meeting at one location.
7. Special Meetings of Board. Special meetings of the Board may be called by the President or by any two Directors by written notice to each Director of the time, place and purpose of such meeting, at least 3 days prior to the date of the meeting. Special meetings of the Board of Directors may be held by telephone or by e-mail in lieu of all of the Directors meeting at one location.
8. Notice and Mailing. All written notices required to be given to members by any provision of these By-Laws 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). Each such notice shall be deemed duly served when it has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at the addressee's last address appearing upon the membership records of the Association.
9. Waiver of Notice. Notice of the time, place and purpose of any meeting of the members or of the Board of Directors may be waived by telegram, cablegram or other writing, either before or after such meeting has been held. Attendance at any meeting of the Board constitutes a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
10. Quorum. A quorum of the members shall be as set forth in the Condominium By-Laws. A majority of the Directors then in office, or of the members of any Committee thereof, shall constitute a quorum for the transaction of business. Members or Directors present or represented at any such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough persons to leave less than a quorum, and may adjourn the meeting for not more than 30 days, without notice other than announcement at the meeting, until a quorum shall be present or represented.
BOARD OF DIRECTORS
1. Number and Term. The business, property and affairs of the Association shall be managed by a Board of Directors composed of not less than 3 nor more than 5 members. The number of persons comprising each subsequent Board shall be determined by vote of the members prior to the establishment of each such Board; provided, however, that if a motion is not made and carried to increase or decrease the number of Directors, then the Board shall consist of the same number of persons as previously comprised the full Board of Directors.
In addition, the members may, by resolution duly made and passed, provide that in lieu of annually electing all Directors, the Directors shall be divided into 2 or 3 groups, each to be as nearly equal in number as possible, with terms of office such that the term of Directors in the first group will expire at the first annual meeting following their election, that of the second group to expire at the second annual meeting after their election, and that of the third group, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification of the Board of Directors, a number of Directors equal to the number of the group whose term is expiring shall be elected to hold office until the second succeeding annual meeting if there are 2 groups, or until the third succeeding annual meeting if there are 3 groups. Provided, however, that until the initial meeting of the members as required by the Condominium By-Laws, the Directors named in the Articles of Incorporation and their successors shall serve.
2. Qualification. Except for members of the first Board, each Director shall be a Co-Owner (or, if a Co-Owner is a trustee of a trust, a Director may be a beneficiary of such trust, and if a Co-Owner or such a beneficiary is a corporation or a partnership, a Director may be an officer, partner or employee of such Co-Owner or beneficiary). If a Director shall cease to meet the qualifications during the Director's term, the Director shall cease to be a Director and his place on the Board shall be deemed vacant.
3. Vacancies. Vacancies in the Board may be filled by the affirmative vote of a majority of the remaining Director or Directors, even though less than a quorum of the Board. Each person elected to fill a vacancy shall remain a Director until his successor has been duly elected and qualified, which election shall be for a term equal to that remaining of the Director whose death or resignation has created the vacancy.
4. Resignation and Removal. A Director may resign at any time and the resignation shall take effect upon receipt of written notice by the Association, or at the subsequent time as may be set forth in the notice of resignation. Any or all the Directors may be removed, with or without cause, by the vote of a majority of the votes of Co-Owners.
5. Action by Written Consent. If and when all the Directors shall severally or collectively consent in writing to any action to be taken by the Association, either before or after the action, such action shall be as valid an action as though it had been authorized at a meeting of the Board.
6. Powers and Duties. In addition to the powers and duties imposed or permitted by law, by these By-Laws or by resolution of the members of the Association, the Board of Directors shall have all powers and duties necessary for the administration of the affairs of the Condominium as set forth in the Condominium By-Laws.
7. Rules and Regulations. The Board of Directors shall propose regulations respecting the use and enjoyment of the Units and common elements of the Condominium and such other rules and regulations as may be necessary for the maintenance and operation of the Condominium. All such regulations and amendments shall be adopted and promulgated in the manner set forth in the Condominium By-Laws. All rules and regulations imposed by the first Board of Directors prior to the initial meeting of members shall be binding upon all subsequent members unless amended
8. Compensation. Directors shall receive no compensation for their services as directors unless expressly provided for in resolutions duly adopted by not less than 60% of all Co-Owners.
1. Designation and Term. The Board shall elect a President, a Secretary and a Treasurer, and may also elect one or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers, as the needs of the business may require. Each officer shall hold office for the term of one year and until a successor is elected and qualified. No officer shall receive any compensation from the Association for acting in that capacity.
2. Qualification. Except for members of the first Board, each Principal Officer (President, Vice-President, Secretary and Treasurer) shall be a Co-owner (or, if a Co-owner is a trustee of a trust, a Principal Officer may be a beneficiary of such trust, and if a Co-owner or such a beneficiary is a corporation or a partnership, a Principal Officer may be an officer, partner or employee of such Co-owner or beneficiary). Provided, that the Board may elect non-Co-owners to fill the positions of Assistant Officers if they feel that additional expertise is needed. Assistant Officers who are not members of the Board, shall not be entitled to vote at meetings of the Board of Directors.
3. The President. The President shall be the chief executive officer of the Association. He shall preside over all meetings of the members and of the Board, and shall be ex officio a member of all standing committees.
4. The Secretary. The Secretary shall attend all meetings of the members, of the Board, and of any executive committee, and shall preserve in books of the Association true minutes of the proceedings of all such meetings. The Secretary shall safely keep in custody any seal of the Association and shall have authority to affix the seal to all documents where its use is required. The Secretary shall give all notices required by statute, By-Law or resolution and shall perform such other duties as may be delegated to the Secretary by the Board or by the President.
5. The Treasurer. The Treasurer shall have custody of all Association funds and securities and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements. The Treasurer 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. The Treasurer shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for the disbursements, and shall render to the President and Directors at regular meetings of the Board, and whenever requested by them, an account of all transactions and of the financial condition of the Association.
6. Vacancies. Vacancies in any office may be filled by the affirmative vote of a majority of the remaining members of the Board at any regular or special meeting. Each person appointed to fill the vacancy shall remain an officer for a term equal to that remaining of the officer whose death or resignation created the vacancy, and until a successor has been duly elected and qualified.
7. Resignation and Removal. An officer may resign at any time and such resignation shall take effect upon receipt of written notice by the Association, or at such subsequent time as may be set forth in the notice of resignation. Any or all the officers may be removed, with or without cause, by the vote of a majority of the Board of Directors.
1. Scope of Indemnification. The Association shall indemnify to the fullest extent authorized or permitted by the Michigan Nonprofit Association Act, as amended, any person, or the person's estate or personal representative, who is made or threatened to be made a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) because such person is or was a director or officer of the Association or serves or served in any other enterprise at the request of the Association. Persons who are not Directors or officers of the Association may be similarly indemnified in respect of services rendered to the Association or at the request of the Association to the extent authorized at any time by the Board of Directors of the Association. The provisions of this Article shall be applicable to Directors and officers who have ceased to render such service and shall inure to the benefit of their heirs, personal representatives, executors, and administrators. This right of indemnify shall not be exclusive, and the Association may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the Board of Directors of the Association may approve. Any agreement for indemnification of any director, officer, employee or any other person may provide indemnification rights which are broader or otherwise different than those set forth in the Michigan Nonprofit Association Act, unless otherwise prohibited by law.
2. Authorization of Indemnification. Any indemnification under this Article (unless ordered by a court) shall be made by the Association only when authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because that person has met the applicable standard of conduct set forth in this Article and after 10 days written notice to all Co-Owners of the facts surrounding the request for indemnification. Such determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (2) if such a quorum is not obtainable, or, even if obtainable, when a quorum of disinterested Directors so directs, by independent legal counsel (who may be the regular counsel of the Association) in a written opinion; or (3) by the members by a majority vote of a quorum at a meeting of the members.
3. Advancing of Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Section 1 of this Article may be paid by the Association in advance of the final disposition of the action, suit, or proceeding as authorized by the Board of Directors upon receipt of an agreement by or on behalf of the Director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the Association as authorized in this Article.
4. Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust, or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that status as such, whether or not the Association would have the power to indemnify that person against such liability under the provisions of this Article.
5. Mergers. For the purposes of this Article, references to the "Association" include all constituent entities absorbed in a consolidation or merger, as well as the resulting or surviving entity, so that any person who is or was a Director, officer, employee, or agent of such constituent entity, or is or was serving at the request of such constituent entity as a Director, officer, employee, or agent of a corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving Association as that person would if that person had served the resulting or surviving Association in the same capacity.
1. Liability of Members. The Association and the Board shall have the power to raise and the responsibility for raising, by special assessment or otherwise, any sums required to discharge its obligations under these By-Laws; provided, however, that the liability of any Co-Owner arising out of any contract made by or other acts of the Directors, officers or committee, or out of the aforesaid indemnity provisions, shall be limited to such proportion of the total liability as that Co-Owner's percentage of value in the common elements bears to the total percentage interest of all Co-Owners in the common elements. Every agreement made by the Directors, officers, committees or managing agent on behalf of the Co-Owners shall provide that the persons signing the same are acting only as agents for the Co-Owners and shall have no personal liability (except as a Co-Owner), and that each Co-Owner's liability thereunder shall be limited to such proportion of the total liability incurred as the Co-owner's percentage of interest in the common elements bears to the total percentage interest of all Co-Owners in the common elements.
2. Execution of Instruments. All checks, drafts, and orders for payment of money shall be signed in the name of the Association by such officer or officers or agent or agents as the Board shall from time to time designate for that purpose. When the signing of any contract, conveyance or other instrument of title has been authorized without specification of the signing officers, the President, or a Vice-President, if any, may undertake the signing in the name or on behalf of this Association without attestation, acknowledgment or seal.
3. Fidelity Bonds. The Association may require that all officers, employees and others who are responsible for handling funds of the Association obtain adequate fidelity coverage to protect against dishonest acts, the cost of which shall be an expense of administration.
4. Seal. Any seal of the Association shall have inscribed the name of the Association and the words "Corporate Seal, Michigan". The seal may be used by causing it to be impressed or affixed on a document.
5. Fiscal Year. The fiscal year of the Association shall be fixed by resolution of the Board.
AMENDMENT OF BY-LAWS
1. Amendment Procedures. The power to amend or repeal these Association By-Laws, or to adopt new Association By-Laws, has been reserved exclusively to the members of the Association; provided, however, that until the initial meeting of members has been held these By-Laws may be amended by the unanimous action of the Directors appointed in the Articles of Incorporation or their successors. Amendments may be proposed by the Board of Directors or by petitions signed by at least 20% of the members, but shall not be effective until approved by a majority of the members voting at any regular or special meeting of members at which a quorum is present. A description of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment is to be voted upon.