DEWEY LAKE PROPERTY OWNERS ASSOCIATION, Inc.
CONSTITUTION & BY-LAWS
TABLE OF CONTENTS
ARTICLE SUBJECT
1. Name
2. Mission
3. Membership
4. Meetings
5. Board of Directors
6. Duties of Officers & Directors
7. Nominations & Elections
8. Amendments to the By-Laws
9. Savings Clause
HISTORICAL NOTE:
ARTICLE 1 – NAME
This association shall be known as the Dewey Lake Property Owners Association, Inc. (the Association).
ARTICLE 2 – MISSION
The purpose of the Association is to serve as a steward to ensure the ongoing welfare of Dewey Lake, Silver Creek Township, Cass County, Michigan. This includes, but is not limited to:
Organization of the residents and owners of property in the area of said Dewey Lake.
Improvement and maintenance of the ecological condition of the lake.
Regulation and maintenance of the level of the lake.
The Association shall operate without profit and shall be non-political and non-sectarian.
ARTICLE 3 – MEMBERSHIP
ELIGIBILITY: Any person owning or leasing property abutting on, or with access rights to, Dewey Lake shall be eligible for membership. In the case of property owned or leased by two or more persons, such group shall hold one membership, be liable for one unit of dues and special assessments, and shall be entitled to one vote on any matter of business.
DUES: Dues shall be payable annually by each member. The yearly rate of dues shall be established at the Annual Meeting for the next following calendar year and such rate shall remain in effect for subsequent calendar years until changed at a subsequent Annual Meeting. Special assessments may be made for projects approved by the membership at any Regular, Special or Annual meeting.
MEMBER IN GOOD STANDING: A member shall be declared in Good Standing when all dues and assessments owed to the Association are paid in full.
HONORARY MEMBERSHIP: From time to time, the Association may wish to confer an Honorary Membership. This may be done only at an Annual Meeting. The Board of Directors shall nominate and the Members in Good Standing shall vote to approve an Honorary Membership for any deserving person or group. An Honorary Member shall enjoy full membership benefits, except that no Honorary Member shall hold any office in the Association, nor shall any Honorary Member be charged any dues.
ARTICLE 4 – MEETINGS
All meetings shall be conducted according to Roberts Rules of Order (Rev.).
Open discussion from the floor on all measures shall be permitted and encouraged.
At any meeting of the Association, the Members in Good Standing who are present may vote to close that meeting and go into executive session.
Unless otherwise specified in these Bylaws, at any meeting of the Association, the President will set the agenda. At any meeting, except a Special Meeting, the order of business may be suspended by a vote of two-thirds (2/3) of the Members in Good Standing present.
At any Special Meeting the President’s agenda must include the specified topic of the meeting.
Only Members in Good Standing, as defined in Article 3, shall have voting privileges.
Unless otherwise specified in these Bylaws, all votes shall be by simple majority of Members in Good Standing who are present and voting.
ANNUAL MEETINGS
The Annual Meeting of the Association shall be held each year, at such time and place as the Board of Directors may designate.
Notice of each Annual Meeting of the Association shall be mailed, faxed and/or emailed to every member of the Association at least fifteen (15) days before the date of such meeting.
A quorum shall be at least fifteen (15) Members in Good Standing.
At the Annual Meeting, the order of business shall be:
1. Minutes of previous meeting.
2. Reports of Officers and Board of Directors.
3. Unfinished business.
4. Annual election.
5. New business.
6. Adjournment.
The order of business may be suspended by a two-thirds (2/3) vote of the Members in Good Standing who are present and voting.
REGULAR MEETINGS
Regular Meetings may be held throughout the year; the Board of Directors shall determine the time and place.
Notice of each Regular Meeting of the Association shall be mailed, faxed and/or emailed to every member of the Association at least fifteen (15) days before the date of such meeting.
A quorum shall be at least fifteen (15) Members in Good Standing.
SPECIAL MEETINGS
A Special Meeting of the Association may be called
1. By a majority of the Board of Directors
2. By the request of the President
3. Whenever one-third of the Members in Good Standing of the Association shall petition the President for the same. The petition must specify the object of the meeting.
Notice of a Special Meeting of the Association shall be mailed, faxed and/or emailed to every member of the Association at least fifteen (15) days before the date of such meeting.
A quorum shall be at least fifteen (15) Members in Good Standing.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet prior to any Association meeting. The Board shall also convene as is necessary to conduct the business of the Association.
A quorum shall be a majority of the total members of the Board of Directors, and a majority vote of the Directors present at any such meeting shall prevail.
ARTICLE 5 – BOARD OF DIRECTORS
The Board of Directors shall consist of seven members: The President, Vice President, Secretary, Treasurer and three At-Large Directors.
The management of the Association shall be vested in the Board of Directors. It shall have entire jurisdiction over all matters pertaining to the care, conduct, control, supervision and management of the Association and its finances, and the Board shall make all appropriations.
The Treasurer must be bonded. Said bond to be paid for by the Association.
ARTICLE 6 – DUTIES OF OFFICERS & DIRECTORS
The general duties of the Board of Directors shall be:
To transact all business on behalf of the Association.
To conduct an Annual Board Meeting prior to each Association Annual Meeting. At any other time, a Board meeting may be called in writing by the President or any two Board members, provided written notice shall be given to each member of the Board before the time appointed for said meeting. Regular meetings determined by the Board require no notice.
At the Annual Meeting of the Association, the Board of Directors shall make a full report of their proceedings during the preceding fiscal year, and recommend such measures, as they may deem advisable.
Unless otherwise stipulated in these bylaws, the Board of Directors may fill any vacancy among the officers or directors by a vote of the majority of those present at any scheduled meeting of such Board. This appointment to be in effect until the next general election.
Any member of the Board of Directors who misses three consecutive, regularly scheduled meetings of either the Board or the Association without Good Cause shall be removed from office, and that seat on the Board shall be declared vacant. Good Cause shall be determined by a vote of the Board.
PRESIDENT:
The duties of the President are:
To chair all meetings of the Association and the Board
To enforce all laws and regulations of the Association.
To appoint any committee that becomes necessary.
By virtue of the office, to be an ex officio member of all committees. The President may appoint a representative to attend any committee meetings in his or her place.
To approve bills, contracts and other written obligations of the Association
To perform any additional duties assigned by the Board of Directors or the Membership.
VICE PRESIDENT:
The duties of the Vice President are:
To preside during the President’s absence. During such times, the Vice President will be vested with the full duties and powers delegated to the President.
To assume the duties of President should the office become vacant.
In the absence of either the President or Treasurer to approve bills for payment.
To perform any additional duties assigned by the Board of Directors or the Membership.
SECRETARY
The duties of the Secretary are:
To keep the minutes and other official reports of the Association.
To conduct the official correspondence of the Association.
To oversee publication of the Association’s newsletter.
To keep all records, documents and papers relating to the Association in good order in such place as shall be designated by the Board of Directors.
To perform any additional duties assigned by the Board of Directors or the Membership
TREASURER:
The duties of the Treasurer are:
To serve as custodian of all monies of the Association.
To provide to the membership a written update of the Association’s financial condition at each Annual meeting.
To provide to the Board of Directors an update of the Association’s financial condition at each Board meeting.
In consultation with another designated Board member, to approve bills for payment.
To insure that any required audits are performed in a timely manner and are reported to the Membership.
To draft, in consultation with the Board of Directors, a comprehensive budget to be submitted, in writing, to the membership at the Annual Meeting.
To perform any additional duties assigned by the Board of Directors or the Membership
AT-LARGE DIRECTORS:
The duties of the At-Large Directors are:
To represent the views of the Membership to the Board
To advise and counsel the Officers
To provide leadership continuity
To perform any additional duties assigned by the Board of Directors or the Membership
ARTICLE 7 – NOMINATIONS & ELECTIONS
ELECTION COMMITTEE: At least two (2) months prior to an Annual Election, the Board of Directors will establish an Election Committee. The purpose of this committee is to find and nominate candidates to hold office in the upcoming election. Members of the Committee must be Association Members in Good Standing.
ELECTION RULES: Term of Office for all members of the Board of Directors shall be two years. Among the At-Large Directors, two shall be elected concurrent with the Officers, and the third At-Large Director shall be elected in the, odd, mid-term year.
Members of the Board of Directors must be deemed Members in Good Standing and shall be elected by a vote of the Members in Good Standing present at the Annual Meeting.
VACANCIES: In the event of any vacancy in any office for any reason, the Board of Directors may fill any vacancy among the officers or directors by a vote of the majority of those present at a scheduled meeting of the Board. This appointment shall be in effect until the next general election.
ARTICLE 8 – AMENDMENTS TO THE BYLAWS
Amendments to the Bylaws may be made at the Annual Meeting, or at a Special Meeting called for this purpose.
Written notice of the proposed amendments must be submitted to and approved by the Board of Directors
The Secretary must give notice to the Membership of the proposed amendment(s) prior to the Meeting
Proposed amendments must be approved by a two-thirds (2/3) vote of the Members in Good Standing present,
Once passed, the Secretary must provide an amended copy of the Bylaws to any member requesting it.
ARTICLE 9 -- SAVINGS CLAUSE
Should any federal, state, or local laws, or the final determination of any administrative agency or court of competent jurisdiction, be in conflict with any part of these Bylaws, the part so affected shall be without force or effect, but the remainder of these Bylaws shall continue in full force and effect.
ADOPTION:
These Bylaws adopted on xx-xx-xxxx.
Revised: 6-14-1975
CONSTITUTION & BY-LAWS
TABLE OF CONTENTS
ARTICLE SUBJECT
1. Name
2. Mission
3. Membership
4. Meetings
5. Board of Directors
6. Duties of Officers & Directors
7. Nominations & Elections
8. Amendments to the By-Laws
9. Savings Clause
HISTORICAL NOTE:
ARTICLE 1 – NAME
This association shall be known as the Dewey Lake Property Owners Association, Inc. (the Association).
ARTICLE 2 – MISSION
The purpose of the Association is to serve as a steward to ensure the ongoing welfare of Dewey Lake, Silver Creek Township, Cass County, Michigan. This includes, but is not limited to:
Organization of the residents and owners of property in the area of said Dewey Lake.
Improvement and maintenance of the ecological condition of the lake.
Regulation and maintenance of the level of the lake.
The Association shall operate without profit and shall be non-political and non-sectarian.
ARTICLE 3 – MEMBERSHIP
ELIGIBILITY: Any person owning or leasing property abutting on, or with access rights to, Dewey Lake shall be eligible for membership. In the case of property owned or leased by two or more persons, such group shall hold one membership, be liable for one unit of dues and special assessments, and shall be entitled to one vote on any matter of business.
DUES: Dues shall be payable annually by each member. The yearly rate of dues shall be established at the Annual Meeting for the next following calendar year and such rate shall remain in effect for subsequent calendar years until changed at a subsequent Annual Meeting. Special assessments may be made for projects approved by the membership at any Regular, Special or Annual meeting.
MEMBER IN GOOD STANDING: A member shall be declared in Good Standing when all dues and assessments owed to the Association are paid in full.
HONORARY MEMBERSHIP: From time to time, the Association may wish to confer an Honorary Membership. This may be done only at an Annual Meeting. The Board of Directors shall nominate and the Members in Good Standing shall vote to approve an Honorary Membership for any deserving person or group. An Honorary Member shall enjoy full membership benefits, except that no Honorary Member shall hold any office in the Association, nor shall any Honorary Member be charged any dues.
ARTICLE 4 – MEETINGS
All meetings shall be conducted according to Roberts Rules of Order (Rev.).
Open discussion from the floor on all measures shall be permitted and encouraged.
At any meeting of the Association, the Members in Good Standing who are present may vote to close that meeting and go into executive session.
Unless otherwise specified in these Bylaws, at any meeting of the Association, the President will set the agenda. At any meeting, except a Special Meeting, the order of business may be suspended by a vote of two-thirds (2/3) of the Members in Good Standing present.
At any Special Meeting the President’s agenda must include the specified topic of the meeting.
Only Members in Good Standing, as defined in Article 3, shall have voting privileges.
Unless otherwise specified in these Bylaws, all votes shall be by simple majority of Members in Good Standing who are present and voting.
ANNUAL MEETINGS
The Annual Meeting of the Association shall be held each year, at such time and place as the Board of Directors may designate.
Notice of each Annual Meeting of the Association shall be mailed, faxed and/or emailed to every member of the Association at least fifteen (15) days before the date of such meeting.
A quorum shall be at least fifteen (15) Members in Good Standing.
At the Annual Meeting, the order of business shall be:
1. Minutes of previous meeting.
2. Reports of Officers and Board of Directors.
3. Unfinished business.
4. Annual election.
5. New business.
6. Adjournment.
The order of business may be suspended by a two-thirds (2/3) vote of the Members in Good Standing who are present and voting.
REGULAR MEETINGS
Regular Meetings may be held throughout the year; the Board of Directors shall determine the time and place.
Notice of each Regular Meeting of the Association shall be mailed, faxed and/or emailed to every member of the Association at least fifteen (15) days before the date of such meeting.
A quorum shall be at least fifteen (15) Members in Good Standing.
SPECIAL MEETINGS
A Special Meeting of the Association may be called
1. By a majority of the Board of Directors
2. By the request of the President
3. Whenever one-third of the Members in Good Standing of the Association shall petition the President for the same. The petition must specify the object of the meeting.
Notice of a Special Meeting of the Association shall be mailed, faxed and/or emailed to every member of the Association at least fifteen (15) days before the date of such meeting.
A quorum shall be at least fifteen (15) Members in Good Standing.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet prior to any Association meeting. The Board shall also convene as is necessary to conduct the business of the Association.
A quorum shall be a majority of the total members of the Board of Directors, and a majority vote of the Directors present at any such meeting shall prevail.
ARTICLE 5 – BOARD OF DIRECTORS
The Board of Directors shall consist of seven members: The President, Vice President, Secretary, Treasurer and three At-Large Directors.
The management of the Association shall be vested in the Board of Directors. It shall have entire jurisdiction over all matters pertaining to the care, conduct, control, supervision and management of the Association and its finances, and the Board shall make all appropriations.
The Treasurer must be bonded. Said bond to be paid for by the Association.
ARTICLE 6 – DUTIES OF OFFICERS & DIRECTORS
The general duties of the Board of Directors shall be:
To transact all business on behalf of the Association.
To conduct an Annual Board Meeting prior to each Association Annual Meeting. At any other time, a Board meeting may be called in writing by the President or any two Board members, provided written notice shall be given to each member of the Board before the time appointed for said meeting. Regular meetings determined by the Board require no notice.
At the Annual Meeting of the Association, the Board of Directors shall make a full report of their proceedings during the preceding fiscal year, and recommend such measures, as they may deem advisable.
Unless otherwise stipulated in these bylaws, the Board of Directors may fill any vacancy among the officers or directors by a vote of the majority of those present at any scheduled meeting of such Board. This appointment to be in effect until the next general election.
Any member of the Board of Directors who misses three consecutive, regularly scheduled meetings of either the Board or the Association without Good Cause shall be removed from office, and that seat on the Board shall be declared vacant. Good Cause shall be determined by a vote of the Board.
PRESIDENT:
The duties of the President are:
To chair all meetings of the Association and the Board
To enforce all laws and regulations of the Association.
To appoint any committee that becomes necessary.
By virtue of the office, to be an ex officio member of all committees. The President may appoint a representative to attend any committee meetings in his or her place.
To approve bills, contracts and other written obligations of the Association
To perform any additional duties assigned by the Board of Directors or the Membership.
VICE PRESIDENT:
The duties of the Vice President are:
To preside during the President’s absence. During such times, the Vice President will be vested with the full duties and powers delegated to the President.
To assume the duties of President should the office become vacant.
In the absence of either the President or Treasurer to approve bills for payment.
To perform any additional duties assigned by the Board of Directors or the Membership.
SECRETARY
The duties of the Secretary are:
To keep the minutes and other official reports of the Association.
To conduct the official correspondence of the Association.
To oversee publication of the Association’s newsletter.
To keep all records, documents and papers relating to the Association in good order in such place as shall be designated by the Board of Directors.
To perform any additional duties assigned by the Board of Directors or the Membership
TREASURER:
The duties of the Treasurer are:
To serve as custodian of all monies of the Association.
To provide to the membership a written update of the Association’s financial condition at each Annual meeting.
To provide to the Board of Directors an update of the Association’s financial condition at each Board meeting.
In consultation with another designated Board member, to approve bills for payment.
To insure that any required audits are performed in a timely manner and are reported to the Membership.
To draft, in consultation with the Board of Directors, a comprehensive budget to be submitted, in writing, to the membership at the Annual Meeting.
To perform any additional duties assigned by the Board of Directors or the Membership
AT-LARGE DIRECTORS:
The duties of the At-Large Directors are:
To represent the views of the Membership to the Board
To advise and counsel the Officers
To provide leadership continuity
To perform any additional duties assigned by the Board of Directors or the Membership
ARTICLE 7 – NOMINATIONS & ELECTIONS
ELECTION COMMITTEE: At least two (2) months prior to an Annual Election, the Board of Directors will establish an Election Committee. The purpose of this committee is to find and nominate candidates to hold office in the upcoming election. Members of the Committee must be Association Members in Good Standing.
ELECTION RULES: Term of Office for all members of the Board of Directors shall be two years. Among the At-Large Directors, two shall be elected concurrent with the Officers, and the third At-Large Director shall be elected in the, odd, mid-term year.
Members of the Board of Directors must be deemed Members in Good Standing and shall be elected by a vote of the Members in Good Standing present at the Annual Meeting.
VACANCIES: In the event of any vacancy in any office for any reason, the Board of Directors may fill any vacancy among the officers or directors by a vote of the majority of those present at a scheduled meeting of the Board. This appointment shall be in effect until the next general election.
ARTICLE 8 – AMENDMENTS TO THE BYLAWS
Amendments to the Bylaws may be made at the Annual Meeting, or at a Special Meeting called for this purpose.
Written notice of the proposed amendments must be submitted to and approved by the Board of Directors
The Secretary must give notice to the Membership of the proposed amendment(s) prior to the Meeting
Proposed amendments must be approved by a two-thirds (2/3) vote of the Members in Good Standing present,
Once passed, the Secretary must provide an amended copy of the Bylaws to any member requesting it.
ARTICLE 9 -- SAVINGS CLAUSE
Should any federal, state, or local laws, or the final determination of any administrative agency or court of competent jurisdiction, be in conflict with any part of these Bylaws, the part so affected shall be without force or effect, but the remainder of these Bylaws shall continue in full force and effect.
ADOPTION:
These Bylaws adopted on xx-xx-xxxx.
Revised: 6-14-1975