DISCLAIMER - The bylaws as they appear here are for reference purposes only, and are not guaranteed for accuracy. For a legally binding copy of the bylaws, please contact the board.
SECTION 1 - The name the corporation shall be as set forth In the Articles of Incorporation, as from time to time amended.
SECTION 2 - The location of, principal office for, and resident agent for the corporation shall be situated within the Township of Amboy, County of Hillsdale, State of Michigan, as set forth In the Articles of Incorporation, as from time to time amended.
SECTION 1 - The Articles of Incorporation, and these bylaws are calculated and designed to carry into effect the following purpose by the exercise of jurisdiction over the lands owned by the corporation, lands whose owners voluntarily executed grants of authority, or upon favorable election held In accordance with The Act, MSA 21.756; MCL 455.206, the entire territory of the lands of the summer resort association, as follows:
SECTION 2 - To form, operate and maintain the Lake Diane Corporation by its association of summer resort owners through its Board of Trustees; to administer the acquisition by purchase, devise or gift such real property (not to exceed 320 acres) and personal property as it may desire for the purposes set forth in the Articles of Incorporation; to administer the improvement, sale and lease of lands; to exercise the certain police powers over the lands of the corporation or within its jurisdiction; to provide certain penalties for the violation of the Bylaws; to levy, collect., budget and expend dues and assessments for the better welfare of the corporation and association; to make proposed members of the corporation eligible to vote; to assure that all affected freeholders are given opportunity speak at the ballot box; to manage the affairs of the corporation through its Board of Trustees; to appoint a three member board of registration to establish a set of registration books to be opened and to register therein
all of the qualified voters of the territory established by the Board of the corporation; to publish notices; to conduct action of the Board of Trustees through its resolutions; to authorize and direct the duly elected and qualified officers of the corporation to discharge certain duties consistent with P.A. 1929, No. 137, as amended, the Articles of Incorporation and these Bylaws, including but not limited to the recordation of Instruments with the County Clerk and the County Register of Deeds; to conduct annual meetings of the association; to allow members of the association to vote by proxy for membership on the Board of Trustees, for adoption or amendment of Bylaws, for the establishment of dues and assessments, and for authorization to sell or dispose of lands of the association; the corporation shall have jurisdiction over the streets and highways passing through or over such lands owned by the corporation or by its members; the corporation shall have authority to provide a water system, sewer system, fire protection and electric light service for its members.
SECTION 1 - It is the goal of the corporation to keep the lands within its jurisdiction in good and sanitary condition, to preserve the purity of the water of all streams, springs, bays and lakes within or bordering upon its lands; to protect all occupants from contagious disease; to prevent and prohibit all forms of vice and immorality; to prevent and prohibit all disorderly assemblies, disorderly conduct, games of chance, gaming and disorderly houses; to regulate billiard and pool rooms, bowling alleys, dance halls and bath houses; to prohibit and abate all nuisances; to regulate meat markets, butcher shops and such other places of business as may become offensive to the health and comfort of the members and occupants of the lands; to regulate the speed of vehicles over its streets and alleys and to make general traffic regulations thereon; to prevent the roaming at large of any dog or other animal; to compel persons occupying any part of the lands to keep the same in good sanitary condition and the abutting streets and highways and sidewalks free from dirt and obstruction and in good repair; to establish and enforce land use and zoning ordinances/bylaws, and upon a favorable election to incorporate the following described lands as the territory of the summer resort association:
SECTION 2- The territory boundary of the corporation is described as those lands situated with the Township of Amboy, County of Hillsdale, State of Michigan, which are within or contiguous to the following described roads; Beginning at the intersection of Territorial and Woodbridge Roads; thence continuing Northerly to Sampson Road, thence Easterly along Sampson to Woodbridge Road; thence Northerly along Woodbridge Road to Cellars Road; thence Easterly along Cellars Road to East Diane Drive; thence Southerly along East Diane Drive to Tyson Trail; thence Easterly and Southerly on Tyson Trail to Easy Street; thence Southerly along Easy Street to Territorial Road; thence Westerly along Territorial Road to the Place of Beginning.
SECTION 1 - Persons eligible to membership in the corporation, at any and all times, must be freeholders of land in Hillsdale County, and such land must be within or contiguous to the above described Territory Boundary.
A. The Board of Trustees shall have the sole discretion in determining whether land is "contiguous" to the territory boundary and eligible for membership.
SECTION 2 - Membership may be achieved by filing with the corporation secretary, in recordable form, a writing which shall grant to the corporation the right to exercise all jurisdiction, conferred by the Act, over the lands of the members of the corporation. Such grant of authority to the corporation shall be duly recorded in the office of the Register of Deeds.
SECTION 3 - It shall not be necessary that the land or all members shall join, but it shall be sufficient if such lands are within or contiguous to the above described boundary.
SECTION 4 - No land of any owner that does not voluntarily Join the corporation can be compelled to come under the Jurisdiction of the corporation until after an election has been called by the Board of Trustees within the territory to be affected for the purpose of determining whether the entire territory described above should become entirely incorporated.
SECTION 5 –If the membership of duly qualified voters of the entire territory whose boundary is described above and contained within the notice of election, shall vote in favor of the incorporation under the Act, In accordance with paragraphs A and B immediately below, then the Board of Trustees shall declare the entire territory so affected to be incorporated, and file with the County Clerk and record with the Register of Deeds, copies of the Notice of Election, and the resolution of the Board of Trustees declaring the election carried and thereafter such territory shall all become incorporated.
A. For the foregoing purpose the Board of Trustees shall cause a notice of such election and notice of registration to be published in four succeeding issues of some newspaper printed within Hillsdale County, for four weeks immediately preceding the election.
B. The Board of Trustees shall cause a three member board of registration to be appointed who shall establish a set of registration books to be opened and register therein all of the qualified voters of such territory who shall apply for registration.
1. For the purpose of such election all freeholders who have owned and occupied (at least on weekends) the land within in the described territory prior to such election and who are qualified voters In any voting precinct of the State of Michigan at general elections, are qualified voters for the purpose of the Act.
SECTION 6 - Each member whose dues and assessments have been paid shall have full privileges of voting consistent with ARTICLE VIII **of the proposed bylaws** below, of holding office, of being appointed to any committee, and of participating in the affairs of the corporation.
SECTION 7 - Members whose dues and assessments are not paid on or before June first of the year in which they were assessed, shall not be entitled to the use of properties or facilities owned by the corporation, to hold office or to participate In the affairs of the corporation.
SECTION 1 - The annual meeting of the association shall be held in Hillsdale County between June 1 and August 31 of each year, at such time and place as may be filed by the Board of Trustees and such meeting may adjourn from day to day as may be necessary for the transaction of its business.
SECTION 2 - At such annual meeting there shall be elected such number of trustees as shall be necessary to fill the places of trustees whose term of office then expires, and all vacancies on such board. During such election the entire number of directors shall be balloted at one time and not separately.
SECTION 3 - Each member, having signed a Grant of Authority, shall be entitled to one vote. Husbands and wives owning property by the entireties, shall be entitled to one vote each. Multiple properties ownership is restricted to no more than two votes.
SECTION 4 - Membership shall terminate upon the alienation of the property of a member.
SECTION 5 - The books of the corporation shall be reviewed by three members of the corporation as appointed by the president, which review results shall be delivered to the Board of Trustees at their monthly meeting preceding the annual meeting. The review results shall be reported at the annual meeting. An audit can be requested by the review committee. No trustee, immediate relative of a trustee, or employee of the corporation shall be involved with this audit.
SECTION 6 - Members of the association may vote by proxy for membership on board of trustees, for adoption or amendment of bylaws, for the establishment of dues and assessments and for the authorization to sell or dispose of lands of the association.
SECTION 7 - Special meetings of the membership may be called at any time with at least 10 day notice by an officer of the Board, or upon written demand of not less than 5% of the membership served upon an officer of the board. Special meetings shall only consider such business as is specified in the notice.
SECTION 8 - All notices to members shall be mailed by first class postage prepaid U.S. Mail to their addresses listed in the membership books of the corporation. Such mailing shall constitute presumptive evidence of service thereof. Relative to meeting notices, the Secretary shall notify each member of the date, time and place of the annual or any special meeting, at least 10 days prior to that meeting.
SECTION 9 - At any meeting of the membership, twenty-five members must be present to constitute a quorum for the transaction of business. If a quorum is not present, the presiding officer of the meeting shall adjourn the meeting to a date, time and place announced prior to adjourning, for the purpose of transacting the business with a quorum.
SECTION 10 - The membership at all reasonable times shall have access to and the right of examination of the books, records, statements and accounts of the corporation, at the offices of the corporation and at the annual meeting.
SECTION 11 - All questions of any meeting procedure shall be decided pursuant to Robert's Rules of Order.
SECTION 12 - Lands owned by the corporation and its members may not be annexed to any city or village without the consent of two-thirds (2/3) majority of the members of the corporation.
SECTION 1 - The board of trustees shall have the management and control of all the business and all the property, real and personal, of the corporation and shall represent the corporation, with full power and authority to act for It In all things legal whatsoever, and subject only to restrictions or limitations Imposed by the bylaws of the corporation and any special restrictions or limitations imposed by a majority vote of the members at any annual or special meeting.
SECTION 2 - The board of trustees shall have the authority to enact bylaws, subject to repeal or modifications by the members at any regular of special meeting, calculated and designed to carry Into effect the following Jurisdiction over the lands owned by the corporation and its members, to uphold the purpose and goals as set forth In these bylaws.
SECTION 3 - The Board of Trustees shall consist of nine (9) trustees. Every three years five (5) trustees shall be elected for three (3) year staggered terms, and, in each of the following two years two directors shall be elected for three year staggered terms. The trustees shall be elected at the annual meeting by a majority of votes from the members. All trustees must have been members of the corporation for at least two years, with all dues and assessments paid, and only one member from a single household shall be eligible for the office of trustee. The nominations for such elections may come from the floor, or from a nominating committee appointed by the president
A. The nominating committee appointed by the president shall develop a slate of candidates meeting the above stated criteria, and who are believed capable of discharging the duties of trustee.
SECTION 4 - Immediately following the election of trustees, the trustees so chosen shall elect a president, vice president, secretary and treasurer from their membership, who shall hold their office for one (1) year and until their successors shall become elected and qualified. They shall discharge the usual duties of such offices as more fully set forth In Article XI below, and such other duties as may be prescribed by the bylaws and orders of the corporation.
SECTION 5 - Two-thirds (2/3) of the members of the board shall constitute a quorum for the transaction of business, and any vacancy in the board or an office therein, may be filled by the remaining members, and the appointee shall hold office until the next annual meeting of the corporation.
SECTION 6 - No officer or trustee shall receive salary or compensation for service.
SECTION 7 - Meetings of the board may be held at least on a monthly basis, open to the membership, shall be held at such time and place as the board shall decide, and shall comply with the Open Meetings Act. Special meetings may be called by the president in compliance with the Open Meetings Act. No meetings can be conducted by telephone.
SECTION 8 - The board of trustees may remove any officer or trustee of the board from office for misfeasance or non-feasance of office only, upon the affirmative vote of two-thirds of the trustees, at a meeting duly noticed, called and held for such purpose. Non-attendance at three consecutive meetings shall establish a prima facia cue of non-feasance of office. Vacancies of the board due to resignation, death, or expulsion will be filled by the member(s) who received the next highest number of votes at the last annual meeting.
SECTION 9 - A trustee may be removed for misfeasance or non-feasance by a majority vote of all eligible members of the corporation, at a meeting duly noticed, called and held for such purpose.
SECTION 10 - The board of directors shall not authorize an expenditure exceeding $1,000 without approval from the association members at the annual meeting or a special meeting duly called. Expenditures may be made in excess of this amount u they comply with the budget approved by the general membership.
SECTION 1 - The officers of the board of trustees of this corporation shall consist of the president, vice president, secretary and treasurer. No officer may hold more than one office and no person may be eligible to any office who Is not a trustee.
SECTION 2 - The president shall exercise general leadership and supervision over the affairs of the corporation and Its board of trustees; conduct and preside over all meetings of the membership and the board; serve as the spokesperson for the corporation and board In the media or at public functions; appoint committees deemed necessary to conduct the activities of the board; and, prepare the agenda for all meetings of the membership or the board.
SECTION 3 - The vice president shall perform the duties of the president In the event of absence, inability to perform, or resignation of the president, serve the unexpired term of the president in the event such office becomes vacant, and assist the president, secretary and treasurer in managing the affairs of the corporation.
SECTION 4 - The secretary shall give notices of all meetings, shall be responsible for all nonfinancial records of the corporation and board; maintain a register of all members of the corporation, maintain the register of eligible voters; maintain a permanent book of minutes of all meetings of the board and membership, on a current up to date basis; perform the duties of the president In the absence of the president and vice president and treasurer; and within thirty (30) days after retirement or vacation of office, tender all corporate and Board records to the successor secretary, in an up to date condition.
SECTION 5 - The treasurer shall keep an accurate and up to date record of all financial transactions, and be responsible for all financial records of the corporation and board; receive and record all receipts and disbursements of the corporation and Board; retain and account for all invoices and relate such to all vouchers which shall be used for any and all disbursements; provide a financial report of receipts and disbursements and assets/liabilities at the annual meeting and at such other times as the board may direct; obtain such Insurance and bonds as the board may authorize and direct; prepare, sign and me all necessary tax returns, forms and financial reports as required by law, such may be accomplished with assistance of a CPA as authorized by the board; maintain the corporation savings and checking accounts; perform the duties of the president In the absence of both the president and vice president; and within thirty (30) days after retirement or vacation of the office tender all financial records of the corporation and board to the successor treasurer, In an up to date condition.
SECTION 6 - The president and secretary shall execute all non financial documents and contracts. The president and treasurer shall sign all checks or financial disbursements.
SECTION 1 - On compliance with the Act relative to filing the Articles of Incorporation, the persons so associating, their successors and assigns, shall become and be a body politic and corporate, under the name assumed in the Articles and shall have and possess all the general powers and privileges and be subject to all liabilities of a municipal corporation and become the local governing body.
SECTION 2 - The corporation, through Its properly delegated officers, shall have jurisdiction over the lands owned by the corporation and over the lands owned by Its members for the exercise of the police powers herein conferred or conferred by the Act. The corporation shall have jurisdiction over the streets and highways passing through or over such lands; provided always, that the right of the public to control, repair and use all such highways and streets as are necessary for public travel through or across said' lands, shall not be affected hereby; and provided further that the public shall not be liable for the condition, safety or repair of such streets, alleys or highways as may be laid out and used on the authority of the corporation.
SECTION 3 - The corporation may asses annual dues and special assessments against its members, by vote of a majority thereof, for the purpose of carrying into effect any of the powers herein contained and may prescribe the time and manner of payment and manner of collection, and in case of delinquencies, may provide that such dues and assessments shall become a lien upon the land of the delinquent member and provide the manner and method of enforcing such lien.
SECTION 4 - Dues shall be calculated by taking the budget presented by the Board of Trustees at the annual meeting and approved by the membership, and divide its total by the number of members existing at the time of the annual meeting.
SECTION 5 - Dues shall be assessed against its members each January and are due and payable to the Treasurer on or before April 1 of each year.
SECTION 6 - Any dues or assessments which are not paid by the member on or before June 1, of each year shall become a lien upon the land of the member and may be legally enforced as such.
SECTION 7 - The corporation assumes all liability which occurs alter January 1, 1988 and prior to termination or dissolution of the corporation, other than for Intentional acts committed in violation of these bylaws, the articles or the Act, indemnifies and holds harmless its members who volunteer or are elected as directors or officers of this corporation against all claims, suits, and causes of actions, together with the expenses related thereto.
SECTION 8 - The corporation has been designated a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code and can receive gifts and contributions which are tax deductible. Every effort will be made to keep this designation In effect. Property of the corporation is not exempt from taxation.
SECTION 9 - This corporation and its officers and directors shall not, at any time or under any circumstances, contribute any corporate funds to any Individual, group or organization except as authorized by the board of trustees.
SECTION 10 - The corporation shall have authority to provide water system, a sewer system, fire protection and electric light service for Its members and occupants.
SECTION 1 - The board of trustees shall have the power to enact bylaws subject to repeal or modification by the members at any regular or special meeting, calculated and designed to carry into effect the below stated purpose. The board of directors shall not modify, change, adopt new bylaws without forming a committee comprised of at least two association members and two board members. Changes, modifications, or new bylaws are to be determined by the committee and approved by the board members. The board shall then see to it that a copy of the proposed bylaws are sent to each association member by mail along with notification that a special meeting will take place for the sole purpose of discussing the proposed bylaws. New bylaws cannot be enacted without majority ratification of the membership.
SECTION 2 - All bylaws so established by the corporation shall take effect 10 days after passage and each duly approved bylaws shall be conspicuously posed In not less than three public places within the Jurisdictional area of the corporation, at least five days prior to the time for taking effect. Proof of such posting shall be made by an officer of the corporation and entered on the records of the corporation.
SECTION 3 - Complete and accurate records of all bylaws shall be kept at the office of the corporation for public Inspection.
SECTION 4 - These bylaws may be amended, altered or repealed in total or in part by the affirmative vote of the majority of the members present at a meeting of the membership, provided the proposed action has been presented to all directors and officers of the corporation, and notice of the action was given In accordance with Title 21 of Michigan Compiled Law. .
SECTION 1 - The duration of corporate existence shall be for a period of thirty years, commencing from January 1, 1988, unless extension thereof is accomplished pursuant to P.A 1982, No. 93.
SECTION 2 - When the corporation shall dissolve of its terms of existence expires by limitation, all jurisdiction over streets, alleys and highways shall ease and the streets, alleys and highways shall thereupon become dedicated to the use of the public, and In such case the lands of the members shall be cleared of all jurisdiction conferred by the provisions of P.AI929, No. 137 herein the Act, or these bylaws.
SECTION 3 - In the event of dissolution of the corporation, any assets remaining alter satisfaction of all liabilities shall be turned over to a non profit organization having substantially similar purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or to state or local government organizations In Michigan with substantially similar purposes.
ARTICLE XI - LEGAL
CONSTRUCTION, APPLICABLE LAW,
GENDER, DESCRIPTIVE READINGS
SECTION I - These bylaws and actions of the corporation and the board shall be construed under and In accordance with the laws of the State of Michigan.
SECTION 2 - In case anyone or more of the provisions contained herein are held to be invalid, illegal or unenforceable In any respect, such Invalidity or unenforceable shall not affect any other provision hereof, and these bylaws shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
SECTION 3 - Words of any gender used In these bylaws shall be held and construed to include any gender, and words in the singular shall be held to Include the plural, and vice versa, unless context requires otherwise.
SECTION 4 - The descriptive headings used herein are used for convenience only and in no way limit or enlarge the scope of meaning of the language hereof.
SECTION 1 - Any person who shall violate any of the bylaws shall be deemed guilty of a misdemeanor upon conviction thereof, and shall be punished by a fine not exceeding the jurisdiction of the district court or imprisonment in the county jail not to exceed ninety days, or both in the discretion of the court, plus the costs of prosecution and court costs.
SECTION 2 - The board of trustees may appoint a marshal whose duties shall be to enforce the bylaws of the corporation. The marshal shall have the authority of a deputy sheriff in maintaining peace and order and the enforcement of law on the lands under the jurisdiction of the corporation. The marshal shall have authority to take any person arrested before a court of competent jurisdiction, to be dealt with according to law.
DISCLAIMER - The bylaws as they appear here are for reference purposes only, and are not guaranteed for accuracy. For a legally binding copy of the bylaws, please contact the board.