(These are retyped By-laws of Sugar Island Association which are not the formal by-laws. The formal By-laws are on file with the Sugar Island Association secretary.)
ARTICLE I
The purpose and powers for which the Sugar Island Association, Inc. (SIAI) is formed are as follows:
Section 1. To exercise all of the rights, powers and duties of the SIAI and of the proprietor of SIAI nor or hereafter assigned and conveyed to the Association as described and set forth in the DECLARATION OF RESTRICTIONS FOR SUGAR ISLAND ASSOCIATION, INC.
Section 2. To promote the welfare of its members by maintaining, improving and beautifying the “private parks”, 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 laws of the State of Michigan and with all the powers conferred upon corporations by the laws of the State of Michigan.
ARTICLE II
ASSOCIATION OF LOT OWNERS
Section 1. SIAI shall be administered by an association of lot owners which shall be a non-profit corporation, hereinafter called the “Association”, organized under the applicable laws of the State of Michigan and responsible as Trustee for the management, maintenance, operation and administration of the private parks and recreation created in the DECLARATION OF RESTRICTIONS FOR “SUGAR ISLAND ASSOCIATION, INC. AND AFFAIRS of the SIAI” in accordance with these By-Laws, the Articles of Incorporation, and duly adopted Rules and Regulations of the Association and the laws of the State of Michigan.
Section 2. Membership in the Association and voting by members of the Association shall be in accordance with the following provisions:
a) Each lot owner shall be a member of the Association and no other person or entity shall be entitled to membership.
b) The share of a lot owner in the funds and assets of the Association cannot be assigned, pledged or transferred in any manner except as an appurtenance to his lot.
c) No lot owner shall be entitled to vote at any meeting of the Association until he/she has presented evidence of ownership of a lot in the subdivision to the Association. The vote of each lot owner may only be cast by the individual representative designated by such lot owner in the notice required in subparagraph (d) below or by proxy given by such individual representative.
d) Each lot owner shall file a written notice with the Association designating the individual representative who shall vote at meetings of the Association and receive all notices and other communications from the Association on behalf of such lot owner.
e) There shall be an annual meeting of the members of the Association. Other special meetings may be called as provided for herein. Notice of time, place and subject matter of all meetings shall be given to each lot owner. The notice of each annual or special meeting shall be given by delivering a special notice to each lot owner, and/or by mailing by regular postage to the last known address of each lot owner and by the Secretary filing a proof of service of same in the official minutes of the Association; except, however, that in the case of absentee owners, notice shall be given by regular mail. Attendance by any member at any annual or special meeting constitutes waiver of notice of such meeting.
f) The presence in person or by proxy of fifty (50%) percent of the lot owners qualified to vote shall constitute a quorum for holding a meeting of the members of the Association. The written vote of any person furnished at or prior to any duly called meeting at which meeting said person is not otherwise present in person or by proxy shall be counted in determining the presence of a quorum with respect to the question upon which the vote is cast.
g) Votes may be cast in person or by proxy or by a writing duly signed by the designated voting representative not present at a given meeting in person or by proxy. Proxies and any written votes must be filed with the Secretary of the Association at or before the appointed time of each meeting of the Association. Cumulative voting shall not be permitted.
h) A majority, except where otherwise provided herein, shall consist of more than fifty (50%) percent of those qualified to vote and present in person or by proxy (or written vote if applicable) at a given meeting of the members of the Association.
Section III. The Association shall keep detailed books of account showing all expenditures and receipts of administration which shall specify the maintenance and repair expenses of the easements and any other expenses incurred by or on behalf of the Association and the lot owners. Such accounts shall be open for inspection by the lot owners during reasonable working hours.
ARTICLE III
Maintenance Charge and Special Assessments
Section I. The Association shall assess each lot owner an annual maintenance charge commencing January 1, 1983 (or as may be subsequently charged by the Association), to be paid annually within two (2) months of decision thereon in each year, or the earlier prorated portion thereof.
Section II. The amount of the annual maintenance charge shall be initially established, or the amount adjusted from time to time during the year, and may be adjusted from year to year by the Board of Directors as the needs of the Association may in its sole judgment require.
Section III. Said maintenance charge may be used for such of the purposes as the Association shall determine necessary or desirable, including but not limited to:
a) For maintaining and improving and protecting the private parks, for which the Association is responsible.
b) For planting trees and shrubbery and the care thereof at the entrance ways.
c) For caring for the/and protecting vacant property.
d) For removing grass or weeds.
e) For payment of personal property taxes on Association assets.
f) For all expenses, including but not limited to architectural, accounting and legal fees incident to the examination of building plans.
g) To the enforcement of all (and not merely private parks) restrictions, covenants, obligations, reservations, rights and powers of this Association and its Articles of Incorporation, By-Laws and DECLARATION OF RESTRICTIONS FOR “SUGAR ISLAND ASSOCIATION, INC.”
h) For doing any other things necessary or desirable in the opinion of the Association for the general welfare of the members.
i) The powers of the Association and its Board of Directors shall be liberally and broadly construed.
Section IV. Special assessments for major capital totaling improvements, herein defined as any expenditure exceeding $2,000.00, may be levied by the Board of Directors of the Association but only upon the approval of an absolute majority of the lot owners. Upon such approval, the special assessment shall thereupon be collected and payment enforced as provided herein for the maintenance charge.
Section V. It is hereby expressly agreed that the maintenance charge shall be lien and encumbrance on the lot with respect to which said charges are made. It is expressly agreed that by the acceptance of title to any of said lot(s) the owner from the time of acquiring title thereto shall be held to have covenanted and agreed to pay to the Association all charges provided for herein which were then due and unpaid to the time of his/her acquiring the title, and all such charges thereafter falling due during the ownership thereof. A certificate in writing shall be issued by the Association or its agent and shall be given on demand to any owner liable for said charges, which shall set forth parties hereto. The Association may file any appropriate documents with the Registrar of Deeds to reflect its lien.
Section VI. No lot owner may exempt himself/herself from liability for his/her contribution toward the maintenance charge by waiver of the use or enjoyment of the easements or by the abandonment of his/her lot.
Section VII. The Association may enforce collection of delinquent maintenance charges by suit at law for a judgment or by foreclosure of the lien securing payment in the same manner that real estate mortgages may be foreclosed by action under Michigan law. The expenses incurred in collecting unpaid maintenance charges including interest, costs and attorneys’ fees and any advances for taxes or other liens paid by the Association to protect its lien, shall be chargeable to the lot owner in default, and shall be secured by the lien on his/her lot. A lot owner in default shall not be entitled to vote at any meeting of the Association so long as such default continues.
ARTICLE IV
Meetings
Section I. Meetings of the Association shall be held at suitable places convenient to the lot owners as may be designated by the Board of Directors. Meetings of the Association shall be conducted in accordance with those parliamentary rules of order adopted by the Board of Directors.
Section II. It shall be the duty of the President to call a special meeting of the lot owners as directed by resolution of the Board of Directors or upon a petition signed by one-third (1/3) of the owners presented to the Secretary of the Association. Notice of any special meeting shall state the time and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section III. It shall be the duty of the Secretary (or other Association officer 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 lot owner of record, at least ten (10) days but not more that sixty (60) days prior to such meeting. The notice of each annual or special meeting shall be given by posting same in the Association’s Newsletter and/or by delivering a special notice to each lot owner, and/or by mailing by regular postage to the last known address of each lot owner and by the Secretary filing a proof of service of same in the official minutes of the Association; except, however, that in the case of absentee owners notice shall be given by regular mail. Attendance by any member of any annual or special meeting constitutes waiver of notice of such meeting.
Section IV. If any meeting of owners cannot be held because a quorum is not in attendance, the owners who are present may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
ARTICLE V
Board of Directors
Section I. The affairs of the Association shall be governed by the Board of Directors, all of whom must be members in good standing. Directors shall serve without compensation.
Section II. The Board of Directors shall have all powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not restricted by law, the Articles of Incorporation, DECLARATION OF RESTRICTIONS FOR “SUGAR ISLAND ASSOCIATION, INC.”, or these By-Laws, prohibited
Section III. In addition to the foregoing duties imposed by these By-Laws or any further duties which may be imposed by resolution of the members of the Association, the Board of Directors shall be responsible specifically for the following:
a) Management and administration of the affairs of the Association.
b) To levy, collect and disburse assessments against and from the members of the Association and to use the proceeds thereof for the purposes of the Association.
c) To carry liability and casualty insurance and collect and allocate the proceeds thereof.
d) To rebuild improvements after casualty.
e) To contract for and employ persons, firms, corporations or other agents to assist in the management, operation, maintenance and administration of the Association.
f) To enforce the provisions of the Articles of Incorporation, By-Laws, DECLARATION OF RESTRICTIONS FOR “SUGAR ISLAND ASSOCIATION, INC.”, and Rules and Regulations of this Association as in force from time to time.
Section IV. The Board of Directors shall propose regulations respecting the use and enjoyment of easements reserved to the Association. All such regulations and amendments thereto shall be approved by not less that a majority of the lot owners before such shall become effective. Lot owners not present at meetings considering such regulations or amendments thereto may express their approval or disapproval in writing.
Section V. Vacancies in 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 remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be Director until a successor is elected at the next annual meeting of the Association to act for the unexpired term of his predecessor (or for a full term if the predecessor’s term would have expired at the time of such annual meeting).
Section VI. The first meeting of a newly-elected Board of Directors shall be held within ten (10) days of election at such 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 of Directors shall be present.
Section VII. 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, by mail, telephone or telegraph, at least ten (10) days prior to the date named for such meeting.
Section VIII. Special meetings of the Board of Directors may be called by the President on three (3) days’ notice to each Director, given personally, 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 like manner and on like notice on the written request of three (3) Directors.
Section IX. 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 meetings of the Board shall be deemed a waiver of notice by him of the time and place thereof. 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 X. 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.
Section XI. All of the actions (including, without limitation, the adoption of these By-Laws and any Rules and Regulations for the Association and any undertakings or contracts entered into with the others on behalf of the Association) of the First Board of Directors of the Association named in its Articles of Incorporation or any successors thereto elected before the First Annual Meeting of Members shall be binding upon the Association in the same manner as though such actions had been authorized by a Board of Directors duly elected by the members of the Association at the first or any subsequent annual meeting of members so long as such actions are within the scope of the powers and duties which may be exercised by the Board of Directors and provided in the Articles of Incorporation, By-Laws and DECLARATION OF RESTRICTIONS FOR “SUGAR ISLAND ASSOCIATION, INC.”.
Section XII. 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 the Association.
ARTICLE VI
Officers
Section I. The principal officers of the Association shall be a President, Vice-President, Secretary and a Treasurer. All officers shall serve without compensation. The Directors may appoint an Assistant Treasurer, an Assistant Secretary and such other officers as in their judgment may be necessary. Any two offices, except that of President and Vice-President, may be held by one (1) person.
Section II. The officers of the Association shall be elected 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 III. Upon an affirmative vote of a majority of the members of the Board of Directors, any office or director may be removed either with or without cause, and his/her successor elected at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purposes.
Section IV. The President shall be the chief executive officer of the Association. He/She shall preside at all meetings of the Association and of the Board of Directors. He/She 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 he/she may in his/her discretion deem appropriate to assist in the conduct of the affairs of the Association.
Section V. The Vice-President shall take the place of the President and perform his/her duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice-President shall also perform such other duties as shall from time to time be imposed upon him/her by the Board of Directors.
Section VI. 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; he/she shall have charge of the corporate seal and of such books and papers as the Board of Directors may direct; and he/she shall, in general, perform all duties incident to the office of the Secretary.
Section VII. The Treasurer, who shall be appointed annually by a majority of the Board of Directors, shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He/She shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, in such depositories as may from time to time be designated by the Board of Directors.
Section VIII. The officers shall have such other duties, powers and responsibilities as shall from time to time be authorized by the Board of Directors
Section IX. The term of each office for each officer excluding the Treasurer shall be for a period of one (1) year. The officers shall be able to succeed themselves but after a period of two (2) years in the same office shall not be able to hold that office again until a period of one (1) year has elapsed.
Section X. The Board shall consist of six (6) elected directors and one (1) appointed Treasurer. The term of office of each director shall be for a period of three (3) years, except for the first two (2) boards.
1. The first elected board shall be elected as follows:
a.) The two highest vote receivers shall serve for a period of three (3) years.
b.) The third and fourth highest vote receivers shall serve for two (2) years.
c.) The fifth and sixth highest vote receivers shall serve for one (1) year.
2. Those wishing to serve on the Board of Directors must be lot owners on the island.
3. Any lot owner can nominate a person to serve on the Board of Directors and can nominate himself or herself to be elected.
4. Nominating ballots will be made available thirty (30) days prior to the annual meeting. They must be turned in to the Secretary of the Board at least two (2) weeks prior to the annual meeting. A listing of those nominated shall be supplied to all lot owners at least one (1) week prior to the annual meeting. Nominations will also be accepted from the floor at the annual meeting provided that the person nominated be present.
ARTICLE VII
Finance
Section I. 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 II. The funds of the Association shall be deposited in such bank 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.
ARTICLE VIII
Insurance
Section I. The Association shall carry fire and extended coverage insurance, vandalism and malicious mischief and liability insurance and workmen’s compensation insurance, if applicable.
Section II. Every Director and every officer of the Association shall be indemnified by the Association against all expenses and liabilities. This shall include counsel fees, reasonably incurred or imposed upon him/her in connection with any proceeding to which he/she may be a party, or in which he/she may become involved, by reason of his/her being or having been a Director or officer of the Association; this being whether or not he/she is a Director or officer at the time such expenses are incurred. The exception is such cases wherein the Director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties. Provided that, in the event of any claim for reimbursement or indemnification thereunder based upon a settlement by the Director or officer seeking such reimbursement or indemnification, the indemnification herein shall only apply if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or officer may be entitled. The corporation may purchase insurance to provide such indemnification.
ARTICLE IX
Rules and Regulations
Reasonable regulations concerning the use of the Association may be made and amended from time to time by the Board of Directors of the Association; provided, however, that all such regulations and amendments thereto shall be approved by a majority of the lot owners before the same shall become effective. Copies of such regulations and amendments thereto shall be furnished to all lot owners.
ARTICLE X
Amendments
Section I. These By-Laws may be amended by the Association at a duly-constituted meeting for such purpose, by an affirmative vote of an absolute majority of the lot owners.
Section II. Amendments to these By-Laws may be proposed by the Board of Directors of the Association acting upon the vote of the absolute majority of the Directors or by one-third (1/3) or more in numbers of the members of the Association whether meeting as member or by instrument in writing signed by them.
Section III. Upon any such amendment being proposed, a meeting for consideration of the same shall be duly called in accordance with the provisions of Article III of these By-Laws.
Section IV. At any meeting held to consider such amendment or amendments to these By-Laws, the written vote of any member of the Association shall be recognized if such member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Association at or prior to such meeting.
ARTICLE XI
Severabililty
In the event that any of the terms, provisions or covenants of these By-Laws are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify or impair in any manner whatsoever, any of the other terms, provisions or covenants hereof or the remaining portions of any terms, provisions or covenants held to be partially invalid or unenforceable.