Bylaws
Section
1 Purpose
Section 2 Membership
Section 3 Voting
Section 4 Board of Directors
Section 5 Officers of the
Association
Section 6 Committees
Section 7 Finances
Section 8 Meetings of the
Association
Section 9 Amendment of the
Bylaws
Section 1 Purpose
The purposes for which the corporation is formed are as follows:
· To provide
an entity for the furtherance of the interests of the owners of lots in
Caliburn Estates Subdivision No. 2, also known as Woodbury Park Subdivision
("Subdivision"), which Subdivision was established by plat recorded
in Liber 109, Pages 16 through 20, both inclusive, Wayne County Records, as
further provided in the Declaration of Covenants, Conditions and Restrictions
("Declaration") recorded with respect to the Subdivision, and to
maintain and beautify the "Common Areas" defined in the Declaration;
· To levy and
collect assessments against and from the members of the corporation and to use
the proceeds thereof for the purposes of the corporation;
· To carry
insurance and to collect and allocate the proceeds thereof;
· To rebuild
improvements after casualty;
· To contract
for and employ persons, firms, or corporations to assist in management,
operation, maintenance and administration of its affairs;
· To own,
maintain and improve, and to buy, sell, convey, assign, mortgage, or lease (as
landlord or tenant) any real and personal property, including, but not limited
to, any easements, licenses, publicly dedicated areas or any other real
property, whether or not contiguous to the Subdivision, for the purpose of
providing benefit to the members of the corporation and in furtherance of any
of the purposes of the corporation;
· To borrow
money and issue evidences of indebtedness in furtherance of any or all of the
objects of its business; to secure the same by mortgage, pledge or other liens
on property owned by the corporation; provided, however, that any such action
shall be subject to the approval of not less than two-thirds of the members of
the corporation;
· To enforce
the provisions of the Declaration, the Articles of Incorporation and these
Bylaws; and
· In general,
to enter into any kind of activity, to make and perform any contract and to
exercise all powers necessary, incidental or convenient to the administration,
management, maintenance, repair, replacement and operation of any of the
purposes set forth herein, with all powers conferred upon non-profit
corporations by the laws of the State of Michigan.
These bylaws are not intended to restrict the rights of any
Member of the Association to use his or her property beyond the restrictions
established in the Articles of Incorporation or the Declaration of
Restrictions. In the event of any disagreement between the Bylaws and the
Articles of Incorporation or the Declaration of Restrictions, the Articles of
Incorporation or the Declaration of Restrictions shall take precedence.
Section 2 Membership
- Every Owner of a lot shall be a Member of the Association
and shall be defined as outlined in the Declaration of Restrictions.
Section 3 Voting
· As stated in the Declaration of Restrictions each Owner
of a lot shall be a member and shall be entitled to vote on a one vote per lot
basis (regardless of the number of Owners of any such lot).
- Proxy Voting - Voting by proxy shall be permitted only for
increases or decreases in annual assessments and for special assessments
at a meeting called for that purpose as provided in Article V, Sections 3
and 4 of the Declaration of Restrictions. Voting by proxy shall not be
allowed for any other purpose. All proxies shall be voted on a form
provided for that purpose with the announcement of the meeting, and shall
bear the name and address of the Member, and the date the proxy was
voted. The vote shall be sealed in an envelope, and delivered to the
Secretary of the Association, either by mail or in person. All votes
shall be brought unopened by the Secretary or his/her designate to the
meeting of the Association where the assessment is to be considered, and
counted at the meeting.
- The presence of ten percent (10%) of the members of the
Association shall be the quorum necessary to conduct the business of the
Association. If the Association is unable to conduct its business at any
meeting due to the lack of a quorum, the Board may call another meeting of
the membership no less than thirty (30) days or more than sixty (60) days
later to conduct its business. The presence of five (5%) of the members
of the Association shall be necessary to conduct the business of the
Association at the second meeting.
Section 4 Board
of Directors
- The Board of Directors has the responsibility to enforce
the provisions of the Declaration of Restrictions and of the Corporation
Articles of Incorporation and such Bylaws and rules and regulations of the
Corporation as may hereinafter be adopted; and in general, to enter into
any kind of activity, to make and perform any contract and to exercise all
powers necessary, incidental or convenient to the administration,
management, maintenance, repair, replacement and operation of any of the
purposes set forth herein, with all powers conferred upon non-profit
corporations by the laws of the State of Michigan.
- The Board of Directors shall consist of three (3) members
each holding a three (3) year term.
- A simple majority of the Board of Directors shall be
necessary for conducting the business of the Board. Each member shall
have one (1) vote.
- The appointment of all standing committees of the
Association;
- The appointment and dissolution of all ad hoc committees
of the Association;
- The appointment or employment of all persons or
organizations necessary to carry out the responsibilities of the
Association as delineated in the Declaration of Restrictions;
- Interpretation and enforcement of the Declaration of
Restrictions and Bylaws;
- The preparation and presentation of the annual budget to
the Membership of the Association;
- Maintain the records of the Association. Selected records
are shown on the Association website: woodbury-park.org. Any additional
information is available upon request.
- The planning and control of Association funds;
- Approval of expenditure of Association funds consistent
with the approved budget.
- Replacement of a Member of the Board of Directors – If the
seat of a Member of the Board of Directors becomes vacant in mid term for
any reason, the Board may appoint a replacement to fill the seat
temporarily until the next regular meeting of the Association. At that
time, the seat will be filled for the balance of its term of office by
majority vote of the Association members present and voting at the
meeting.
Section 5 Officers
of the Association
- The Board shall select the Officers from among the members
of the Board of Directors.
- President – The President shall be the Chief Operating
Officer (COO) and preside at all meetings of the Board of Directors of the
Association and General Meetings. Annually, prior to the fall General
Meeting, the President shall inform all Association members by mailed
letter the status of the Association.
- Vice-Presidents – The Vice-President shall perform those
duties assigned by the President and shall perform the duties of the
President in the case of absence or unavailability of the President.
- Secretary – The Secretary shall be the custodian of all
records of the Association except financial records and shall keep the
minutes of the Board and the meetings of the Membership. The Secretary
shall perform any necessary correspondence for the Association and
distribute any required notices.
- Treasurer – The Treasurer shall be the custodian of all
financial records of the Association. All Association funds shall be
deposited into accounts in the name of the Association, and shall be
withdrawn only by the Treasurer or the President. The Treasurer shall be
responsible for paying all bills of the Association upon proper approval
by another member of the Board. The Treasurer shall provide reports of
all financial transactions and prepare financial statements for
presentation to the Board and the Association.
Section 6 Committees
- Architectural Committee – The Architectural Committee
shall operate in accordance with and have the responsibilities as outlined
in the Declaration of Restrictions. The Board will act in the capacity of
this committee.
· Maintenance Committee - The Maintenance Committee
shall consist of three (3) members appointed by the Board. One (1) member
shall be a member of the Board, who shall serve as Chair. It will be the
responsibility of the Maintenance Committee to make recommendations to the
Board regarding the maintenance of the Common Areas and mailboxes in a manner
consistent with the Declaration of Restrictions. The Committee shall present
an annual report of its activities to the Board of Directors each year thirty
days prior to the Annual Meeting of the Membership.
- Ad Hoc Committees – The President or the Board may appoint
other ad hoc committees for specific purposes as necessary.
Section 7 Finances
- A financial review is required at a minimum of every other
year by volunteers other than the Board or by a CPA if no volunteers step
forward.
- Expenditures approved within the context of the annual
budget may be made without further authority in the amount approved. The
annual budget may be exceeded with the approval of a majority of the
Members present and voting at a meeting of the Association.
Section 8 Meetings
of the Association
- The Association shall meet annually. The date will be
selected by the Board of Directors and communicated with a thirty day advance
notice to the Association.
- Election of Board members and approval of the Budget shall
take place at the Annual meeting.
- The Board may call special meetings of the Membership, as
it deems necessary and appropriate with written notice sent by first class
mail to the members of the Association and postmarked at least 4 weeks
prior to the date of the meeting.
- All meetings of the Association shall take place in a
location near the Woodbury Park Subdivision.
· The date, time and location of every meeting of the
Association shall be announced by signage placed at the three entrances to the
Woodbury Park Subdivision at least one week prior to the meeting.
- Any member of the Association wishing to have an issue
placed on the agenda for the annual meeting shall notify a Board Member 10
days prior to the meeting.
- All regular meetings shall be announced in writing to
every home in the subdivision at least 4 weeks prior to the date of the
meeting. The announcement shall include a proposed agenda for the
meeting.