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BYLAWS of the

KINGSWOOD ESTATES SUBDIVISION ASSOCIATION

[Revised 4-5-00]

ARTICLE I

Purpose

The purposes for which this corporation 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 located within the Kingswood Estates Subdivision (as defined in the Articles of Incorporation).

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 the Kingswood Estates Subdivision.

ARTICLE II

Members

              Section 1.    Eligibility. Every person or entity owning legal or equitable title to any real property included in the Kingswood Estates Subdivision shall be eligible for membership in the association, and no other person or entity shall be eligible for membership. Notwithstanding the foregoing members of the family of the family of an eligible Association member who live with the Association member in the Kingswood Estates Subdivision shall enjoy the benefits of Association membership if the eligible member is an active member.

           Section 2.    Active Member. Notwithstanding Section 1 of this Article II, only eligible individuals 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 an Association committee. Only active members shall be eligible to vote on any matter coming before the Association for decision. As used herein, the term "member" means only an active member.

ARTICLE III

Dues and Assessments

            Section 1.    Dues and Assessments.  The Board of Directors shall determine the amount of dues and/or assessments to be levied from time to time. Such dues and/or assessments shall be levied on a reasonable and uniform basis, as deemed appropriate by the Board of Directors for the intended purpose of such levy.

            Section 2.    Notice of Dues and Assessments. The Board of Directors shall cause a notice of any dues and/or assessments of members to be delivered by first-class mail or by personal delivery. Except in the case of Association dues to be used for the general purpose of defraying costs incurred by the Association in the normal conduct of its business, the notice shall state the purpose of the levy and the method used to determine the amount of assessment.

            Section 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 not be less than thirty (30) days from the date of notice, unless otherwise required by unavoidable circumstances.

            Section 4.    Default in Payment. If dues, maintenance charges 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 of Article II. The Board of Directors may foreclose the lien granted by the Declaration of Covenants, Conditions, Restrictions and Easements for Kingswood Estates Subdivision when a member is in default. 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 waive any or all of the Charges, and/or interest thereon, in the event of special circumstances; provided, however, that such waiver shall be made only upon a seventy-five percent (75%) 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 hereunder, and such vacancy has not been filled, upon reinstatement as an active member such person shall again hold such position. If such vacancy has been filled, reinstatement as an active member shall not entitle such person to such prior position.

ARTICLE IV

Meetings

               Section 1.    Procedure. Meetings of the Association shall be held at a suitable place convenient to the members, as may be designated by the Board of Directors. Each member shall have one vote for each parcel owned within the Kingwood Estates Subdivision. Where more than one person owns a parcel, there shall be no more than one vote. Meetings of the Association shall be conducted in accordance with Roberts Rules of Order, when not otherwise in conflict with the Article of Incorporation, these Bylaws or the laws of the State of Michigan.

            Section 2.    Meetings. Annual meetings of members of the Association shall be held in the month of April on a date set by the Board of Directors, at such time and place as shall be determined by the Board of Directors. At such meetings there shall be elected by ballot of the members a Board of Directors in accordance with the requirements of these Bylaws. The members may also transact at annual meetings such other business of the Association as may properly come before them.

            Section 3.    Special Meetings. Special meetings of the members of the Association may be called by either the Board of Directors or the holders of twenty-five percent (25%,) of more of the total votes in the Association. The notice of any special meeting shall set forth the business to come before the members, and only such business shall be transacted.

            Section 4.    Notice. It shall be the duty of the Secretary or other Association officer designated by the President 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 member of record, at least ten (10) days but not more than sixty (60) days prior to such meeting. The mailing, postage prepaid, of a notice to a member at the address filed with the Association, or a personal delivery of such notice, shall be deemed notice served. Any member may, by written waiver of notice signed by such member, waive such notice, and such waiver, when filed in the records of the Association, shall be deemed due notice.

            Section 5.    Quorum: Adjournment - (Amended 4/21/99) The presence at a meeting of members, or of proxies, entitled to cast fifty (50%) or more of the votes in the Association shall constitute a quorum. If the required quorum/proxy vote isn’t present, another meeting may be called subject to the same notice requirements, and the required quorum at the subsequent meeting shall be one half (1/2) of the required quorum at the preceding meeting.  Subsequent meetings shall not be held after 60 days following the preceding meeting.

            Section 6.    Proxies – (Added 4/21/99) At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and shall be filed by the lot owner with the Secretary of the Association.

            Section 7.    Amendments – (Added 4/21/99) These Bylaws may be amended, at a regular or special meeting of the members, by a vote of two-thirds (2/3) of the members present either in person or by proxy.

ARTICLE V

Board of Directors

            Section 1.    Number. The affairs of the Association shall be governed by a Board of not less than three (3) nor more than seven (7) directors, all of whom must be members of the Association. Directors shall serve without compensation.

            Section 2.    Election Term. – (Amended 4/21/99) The members shall elect new Directors each year, but at no time shall all the Directors be replaced in the same year.

            Section 3.    Powers. The Board of Directors shall have the powers and duties normally enjoyed by directors of nonprofit corporation as more fully provided in the Michigan Nonprofit Corporation Act (the "Act").

            Section 4.    Vacancies. Vacancies on 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 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 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 hear at the meeting.

               Section 6.    Initial Meeting. The first meeting of a 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 7.    Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as shell 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 or by mail, telephone or telegraph, at least ten (10) days prior to the date named for such meeting.

               Section 8.    Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. The President or Secretary shall call special meetings of the Board of Directors in a like manner and at like notice on the written request of three (3) Directors.

            Section 9.    Waiver of Notice.  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 meeting of the Board shall be deemed a waiver o notice of the time and place thereof unless the appearance is for the purpose of protesting the holding of such meeting. 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 10.    Quorum. 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, unless otherwise set forth herein. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business, which might have been transacted at the meeting as originally called, may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presents of such Director for purposes of determining a quorum, but no proxies shall be permitted.

              Section 11.    Bonding. 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 administration.

ARTICLE VI

Officers

         Section 1.    Designation. The officers of the Association shall be a President, a Secretary and a Treasure, who shall all be members of the Board of Directors.

           Section 2.    Appointment. The officers of the Association shall be appointed 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 3.    Removal. Upon affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called in whole or in part for such purposes.

           Section 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 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 the President may deem appropriate to assist in the conduct of the affairs of the Association.

              Section 5.    Secretary. 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; the Secretary shall have charge of such books and papers as the Board of Directors may direct; and shall in general, perform all duties incident to the office of Secretary.

           Section 6.    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 monies 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 in behalf of the Association are properly recorded. The Treasurer shall prepare and distribute to each member at least once per year the Association financial statement.

            Section 7.    Other Duties. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.

ARTICLE VII

Standing and Special 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 at the call of the President or the chairperson or each respective committee, and shall report to the Board of Directors as requested.

ARTICLE VIII

Finance

           Section 1.    Fiscal Year. 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 2.    Depository. The funds of the Association shall be deposited in such financial institution 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 IX

Indemnification of Officers and Directors

The Association shall indemnify every Association Director and officer to the fullest extent authorized by the laws of the State of Michigan.

ARTICLE X

Amendments

               Section 1.    Method. The association, at a duly constituted meeting, may amend these Bylaws by a majority vote.

            Section 2.    Proposed. Amendments to these Bylaws may be proposed by the Board of Directors of the Association acting upon the vote of a majority of the Directors or by one-third (1/3) or more in number of the active members of the Association whether meeting as active members or by instrument in writing signed by them.

            Section 3.    Meeting. Upon any such amendment being proposed, a meeting for consideration of the same shall be duly called in accordance with these Bylaws.  

            Section 4.    Distribution. A copy of each amendment to these Bylaws shall be furnished to every active member of the Association after adoption, but failure to make such distribution shall not affect the validity of any amendment otherwise duly adopted.  

Amendments and Additions to the Declaration of Covenants, Conditions and Restrictions of Kingswood Estates Subdivision

    Addition to Article IV, Section 12 of the Declaration of Covenants, Conditions and Restrictions of Kingswood Estates Subdivision - (Added 4/5/00) No sign may be displayed to common entrance, boulevard, on brick walls or at any common area for a consecutive period exceeding 24 hours.

    Addition to Article IV, Section 16 of the Declaration of Covenants, Conditions and Restrictions of Kingswood Estates Subdivision - (Added 4/5/00) All non-wood siding shall be of high quality and shall have the appearance of wood siding to keep in harmony with the aesthetics of neighboring homes. Color will be natural/earth tone in appearance.

 
 
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