BYLAWS
OF NORTH HOLIDAY & LAKE HILLS ASSOCIATION,
INC.
ARTICLE I
PURPOSE
The purposes for which this Association 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 as set forth on the attached
Exhibit A, located in the Township of Spring Lake, Ottawa County, Michigan (the "North Holiday
and Lake Hills").
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 North Holiday and
Lake Hills.
ARTICLE II
MEMBERS
SECTION 2.1 Eligibility. Every person or entity owning legal or equitable title to any real
property included in North Holiday and Lake Hills shall be eligible for membership in the
Association, and no other person or entity shall be eligible for membership. A vendee under a land
contract shall be deemed to be the owner of the parcel therein described.
SECTION 2.2 Special Conditions. In the event a member owns one or more vacant lots,
such owner shall be considered as one member for purposes of voting and for all other member
obligations. At such time as the lot(s) is (are) sold, such purchaser shall become a member of the
association with the rights/obligations as indicated in these bylaws.
SECTION 2.3 Active Members. Notwithstanding Section 2.1 of this Article II, only eligible
members who have currently paid any and all dues and/or assessments levied by the Association
within the time periods for making such payments shall be considered active members of the
Association. Only active members shall be eligible for election or appointment as Directors or
officers of the Association, or for membership on any Association committee. Only active members
shall be eligible to vote on any matter coming before the Association for decision. As used
hereinafter in these Bylaws, the term "member" means only an active member.
SECTION 2.4 Voting Rights. Each member shall have one vote. When a lot is owned by
more than one person, there shall be no more than one vote. The vote of the owners of a lot owned by
more than one person shall be cast by the person named in a certificate signed by all of the
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owners of the lot and filed with the Secretary of the Association. This certificate shall be valid until
revoked by a subsequent certificate. If a certificate is not on file, the vote of the owners of that lot
shall not be considered in determining the requirement for a quorum or any other purpose. (See
Sections 2.2, 2.3, and Article XIII).
SECTION 2.5 Termination of Membership. Membership in the Association shall terminate
upon a member's ceasing to be a beneficial owner of property in the North Holiday and Lake Hills.
Whoever buys, inherits, or otherwise acquires a parcel of property in North Holiday and Lake Hills,
shall automatically become a member of the Association subject to all the rules of the Association.
SECTION 2.6 Obligations of Membership. Membership in the Association shall include an
undertaking by the member to comply with and be bound by the Articles of Incorporation, these
bylaws and amendments thereto and policies, rules and regulations adopted by the Association in
accordance with these bylaws.
ARTICLE III MEETINGS
OF MEMBERS
SECTION 3.1 Annual Meeting. The annual meeting of the members of this Association for the
election of Directors and to transact such other business as may properly be brought before the
meeting shall be held on the last Saturday in September of each year at such time and place as
determined by the Board of Directors.
SECTION 3.2 Special Meetings. Special meetings of the members may be called by either the
Board of Directors or the holders of 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.
Special meetings shall be held at such time and date as may be designated by the President or
the Board of Directors in the notice of the meeting. Business transacted at all special meetings shall be
confined to the objects and the matters stated in the notice of the meeting, unless all members are present
and unanimously agree to the transaction of business relating to objects not stated in the notice of the
meeting.
SECTION 3.3 Notice of Meeting. It shall be the duty of the Secretary (or other Association
officer designated by the President in the Secretary's absence) to serve written or printed notice of the
purpose, place, day and hour of each annual and special meeting of the members upon each member
of record entitled to vote, at least ten (10) days but not more than sixty (60) days prior to the meeting.
Service of notice shall be made personally, or by mailing such notice, postage prepaid, plainly addressed
to each member at his, her or its address filed with the Association. Notice by mail shall be deemed to
be given at the time when the same has been deposited in the United States mail.
SECTION 3.4 Waiver of Notice. Notice of the time, place and purpose of any meeting of the
members may be waived by any writing either before or after the meeting has been held. If all the
members waive notice of the meeting, no notice shall be required. Whenever all the members
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meet in person or by proxy, the meeting shall be valid for all purposes, without call or notice,
provided, however, that the attendance of a member at a meeting shall not constitute a waiver of
notice of the meeting where the member attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened. Any person failing
to designate his address to the Secretary, or a change of address, shall be deemed to have waived
notice of the meeting except at the address on record with the Secretary.
SECTION 3.5 Quorum: Adjournment. The holders of 20% or more of the votes in the
Association, present in person or represented by proxy, shall constitute a quorum at all meetings of the
members for the transaction of business, except as otherwise provided by statute or by the
Articles of Incorporation. If any meeting of the members cannot be held because a quorum is not in
attendance, the members who are present may adjourn the meeting for not more than 30 days.
SECTION 3.6 Voting of Members. When an action is to be taken by a vote of the members, it
shall be authorized by a majority of the members entitled to vote present in person or represented by
proxy.
SECTIONS. Action by Consent. Any action required or permitted to be taken at an annual or
special meeting of members may be taken without a meeting, without prior notice and without a
vote, if all the members entitled to vote thereon consent thereto in writing.
ARTICLE IV
DIRECTORS
SECTION 4.1 Powers. Subject to the limitations of the Articles of Incorporation of the
Association, these Bylaws and the laws of the State of Michigan, the affairs of the Association shall be
managed by the Board of Directors. The Board of Directors is empowered on behalf of the
Association to do and perform all acts reasonably necessary, appropriate, or incident to the
accomplishment of the purposes of the Association, as determined by the Board of Directors in their
sole discretion. The members, by virtue of their membership in the Association, hereby authorize the
Association to take all action on their behalf to do such things that are in the best interests of the
Association, including, but not limited to, the enforcement of rules and regulations and restrictive
covenants. Notwithstanding the foregoing, the Board of Directors shall have no power to acquire,
encumber or dispose of any real property to be owned by the Association without a vote of the
members.
SECTION 4.2 Number and Qualification. The affairs of the Association shall be governed by
a board of seven (7) directors, all of whom must be members of the Association. Directors shall serve
without compensation.
SECTION 4.3 Elections: Terms. The first Board of Directors shall be the current Board of
Directors appointed by the Incorporator. Two (2) of the original Directors will have terms of two (2)
years, three (3) of the initial Directors will have terms of three (3) years, and (2) of the initial
Directors will have terms of four (4) years. The first regular election will be at the annual meeting
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of members in the year 2000. Prior to the meeting of the members where Directors will be elected, the
Board of Directors shall solicit names from the membership as to who is interested in serving on the
Board of Directors. The current Board of Directors shall nominate a new slate of Directors. Except
for certain of the initial Directors, each Director shall serve for a three (3) year term, unless he or she
sooner resigned or is removed. Directors shall be eligible for re-election for a second term, but shall be
ineligible for one year after the completion of the second term. At the annual Association
meeting, a new slate of Directors shall be considered along with nominations from any member. The
members shall vote and the individuals getting the most votes shall be elected to serve as Directors.
SECTION 4.4 Vacancies. Vacancies on the Board of Directors caused by any reason other
than the removal of the Director by a vote of the members of the Association shall be filled by a 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 4.5 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 4.6 Initial Meeting. The first meeting of the newly elected Board of Directors
shall be held within thirty (30) 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 4.7 Regular Meetings. The Board of Directors shall hold an annual meeting each
year and other meetings as may be necessary. Association members may obtain a copy of the
minutes of the Directors meeting within sixty (60) days of said meeting by a written request therefore to
the Secretary.
SECTION 4.8 Special Meetings. Special meetings of the Board of Directors for any purpose or
purposes shall be held whenever called by the President of the Association, and shall be called by the
President, or in his absence by the Secretary, or any other officer, at the written request of any two (2)
Directors delivered to such officer. The request shall state the purpose or purposes of the proposed
meeting.
SECTION 4.9 Notices. Notice of regular meetings of the Directors shall be given to each
Director at least ten (10) days prior to the date named for the meeting. Notice of any special meeting of
the Directors shall be given at least three (3) days prior to the date named for the meeting. Notice may
be given personally, by telephone, or by mailing the notice, postage prepaid, plainly addressed to the
Director at his or her last known post office address. Notice by mail shall be deemed to be
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given at the time when the same is deposited in the United States mail, with postage fully paid,
plainly addressed to the Director entitled to the notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be specified in the notice
of the meeting.
SECTION 4.10 Waiver of Notice. Notice of the time, date and place of any meeting of the
Board of Directors may be waived by any writing either before or after the meeting has been held. If
all the Directors waive notice of the meeting, no notice shall be required. Attendance of a Director at a
meeting shall constitute a waiver of notice of the meeting except where the Director attends the meeting
for the express purpose of objecting to the transaction of any business because the meeting was not
lawfully called or convened. Any Director failing to designate his address to the Secretary, or a change
of address, shall be deemed to have waived notice of the meeting except at the address on record with
the Secretary.
SECTION 4.11 Action Without Meeting. Any action which may be taken at a meeting of
the Board of Directors may be taken without a meeting if all the Directors consent in writing to the
action. The action by written consent shall have the same force and effect as the unanimous vote of the
Directors.
SECTION 4.12 Quorum. At all meetings of the Board of Directors a quorum shall exist if a
majority of the members of the Board of Directors are present. At these meetings a majority vote shall
control.
SECTION 4.13 Adjournment. Any meeting of the Board of Directors, whether regular or
special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a
majority of the Directors present. Notice of the time and place of an adjourned meeting need not be
given to absent Directors if the time and place are fixed at the meeting adjourned. At any
adjourned meeting at which a quorum is present, any business may be transacted which might have
been transacted at the meeting adjourned.
ARTICLE V
OFFICERS
SECTION 5.1 Officers. The Association shall have a President, Vice President, Secretary,
and Treasurer. These officers shall be members of the Board of Directors and shall serve one-year
terms. The Board of Directors shall elect officers at their annual meeting.
SECTION 5.2 Removal or Resignation. The Board of Directors may remove any officer,
with or without cause, whenever in their judgment the best interests of the Association will be served
thereby. Any officer may resign his office at any time, such resignation to take effect upon receipt of
written notice by the Association unless otherwise specified in the resignation.
SECTION 5.3 Vacancies. The Board may select a qualified member of the Association to fill
the unexpired portion of the term of the office by the Board of Directors.
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SECTION 5.4 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 the powers and duties which are usually vested in the office of
the President of a corporation.
SECTION 5.5 Vice President. The Vice President shall exercise the functions of the
President during his absence or disability. The Vice President shall have such powers and perform
such duties as the Board of Directors shall assign to him or her from time to time.
SECTION 5.6 Secretary. The Secretary shall keep minutes of all meetings of the members and
Directors, shall give all notices required by law or these Bylaws, shall have charge of the
corporate books and records, and shall perform all other duties incident to his or her office or
properly required of him or her from time to time by the Board of Directors.
SECTION 5.7 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 on behalf of the
Association are properly recorded. The Treasurer shall prepare and distribute to each member at least
once each year the Association financial statement.
SECTION 5.8 Absence of Officer. In the case of the absence of any officer, or for any other
reason that the Board may deem sufficient, the Board may delegate for the time being the powers or
duties of such officer to any other officer or to any Director.
SECTION 5.9 Compensation. No officer of this Association shall receive compensation for his
services in such capacity. An officer may, however, upon resolution of the Board of Directors, be
reimbursed for any reasonable and necessary expenditures incurred by that officer in connection with
the conduct of the business of this Association.
SECTION 5.10 Other Duties. The officers shall have such other duties, powers and
responsibilities that shall, from time to time, be authorized by the Board of Directors.
ARTICLE VI DUES AND
ASSESSMENTS
SECTION 6.1 Annual Dues. The Board of Directors shall determine the total amount of
dues to be levied initially. Thereafter, the Board of Directors shall determine the amount of dues to be
levied from time to time which shall be approved by a vote of members at the annual meeting. Dues
shall be levied on a reasonable and uniform basis, as deemed appropriate by the Board of
Directors, for the purpose of paying expenses of the Association including, but not limited to, taxes
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on property held for the benefit of the members, the annual franchise fee of the Association, repairs and
improvements to property used by the members and repairs and maintenance of Association
property. Each member of the Association shall be billed by the Treasurer for the annual dues once
a year.
In general, each member having the right to vote has the obligation to pay dues. Note
Sections 2.2, 2.4, 2.5 and 2.6.
SECTION 6.2 Special Assessments. Special assessments payable by the members of the
Association for the purposes of major repairs to the property used by the members, purchase of real
property by the Association, improvement of real property owned by the Association, and other
purposes for the benefit of the members of the Association may be imposed only by a vote of the
members. Such special assessments may be considered at the annual meeting of the members or at
any special meeting of the members; provided that the notice for the special meeting must include a
description of the proposed special assessment.
SECTION 6.3 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 be within sixty (60) days from the date of billing, unless otherwise required by
unavoidable circumstances.
SECTION 6.4 Default in Payment. If dues and/or assessments or other charges ("Charges") 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 2.3 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 defer any or all of the
Charges, and/or interest, in the event of special circumstances; provided, however, that the
deferral shall be made only upon a 3/4 vote of the Board of Directors then in office.
If a member has been relieved of his or her position as a Director or officer by virtue of a
default, and this vacancy has not been filled, upon reinstatement as an active member this person
shall again hold the position. If the vacancy has been filled, reinstatement as an active member shall not
entitle that person to the prior position.
ARTICLE VII
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
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ARTICLE VIII CONTRACTS. CHECKS. DEPOSITS
AND FUNDS
SECTION 8.1 Contracts. The Board of Directors may authorize any officer or officers,
agent or agents or the Association, in addition to the officers so authorized by these Bylaws, to enter
into any contract or execute and deliver any instrument in the name of and on behalf of the
Association and the authority may be general or confined to specific instances.
SECTION 8.2 Checks. Drafts. Etc. All checks, drafts or other orders for the payment of
money, notes or other evidence of indebtedness issued in the name of the Association, shall be
signed by the officer or officers, agent or agents of the Association and in the manner as shall from
time to time be determined by resolution of the Board of Directors. In the absence of this
determination by the Board of Directors, these instruments shall be signed by the Treasurer.
SECTION 8.3 Deposits. All funds of the Association shall be deposited from time to time to
the credit of the Association in the banks, trust companies, or other depositories as the Board of
Directors may select.
SECTION 8.4 Gifts. The Board of Directors may accept on behalf of the Association any
contribution, gift, bequest or devise for the general purpose or for any special purpose of the
Association.
ARTICLE IX BOOKS
AND RECORDS
The Association shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its members, Board of Directors, and standing committees, and
shall keep at the registered or principal office a record giving of the names and addresses of the
members entitled to vote. All books and records of the Association may be inspected by any
member, or his agent or attorney for any purpose at any reasonable time.
ARTICLE X
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the last
day of December in each year.
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ARTICLE XI INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Any and all of the Directors or officers or former Directors or officers of the Association
shall be indemnified by the Association against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or any of them, are made
parties, or a party, by reason of being or having been Directors or a Director or officer of the
Association, except in relation to matters as to when any Director or officer of former Director or
officer or person shall be adjudged in the action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty and to those matters as shall be settled by agreement predicated
on the existence of liability. The foregoing right of indemnification shall be in addition to and not
exclusive of any and all rights as to which any trustee or officer may be entitled under any bylaw,
agreement, vote of members or otherwise.
To the extent not inconsistent with Michigan law, the Board of Directors may approve the
purchase and maintenance of insurance on behalf of any Director or officer of the Association
against any liability asserted against him in his capacity or arising out of his status as Director or
officer, whether or not the Association would have the power to indemnify him under the provisions of
this Article.
ARTICLE XII AMENDMENTS
TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a
majority vote of the members present in person or by proxy at any regular meeting or at any special
meeting. All proposed amendments to the Bylaws shall be submitted in writing to the members at
least 30 days prior to the meeting at which they are to be considered.
3co\4121.c
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EXHIBIT A LEGAL
DESCRIPTION OF ASSOCIATION AREA
SOUTHEAST ONE-QUARTER (SE 1/4) OF SECTION 6, TOWN 8 NORTH,
RANGE 16 WEST, SPRING LAKE TOWNSHIP, OTTAWA COUNTY,
MICHIGAN
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