[Revised 4-5-00]
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.
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
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
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.
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 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
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.
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 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.
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 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.
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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