By-Laws of Taylor Lake Homeowners' Association

Taylor Lake Home	By-Laws of Taylor Lake Homeowners' Association
Bylaws, Ordinances, and Incorporation Documents	These bylaws were adopted, and the initial board of directors elected, at the first annual meeting of the association held on May 13, 1970. At that time the association was an ordinary non-profit corporation. Following the required two-year period, the association performed the steps needed to become a Summer Resort Corporation per Michigan Public Act 137 of 1929. This was completed on September 2, 1972. There has sometimes been confusion caused by the differences in some articles of these bylaws, and what is stated in the Public Act 137, 1929 statute. When the Taylor Lake Association became a “Summer Resort Corporation”, the statute became the primary set of rules and regulations on how the association was required to conduct its business. On any conflict between the statute and the bylaws it is clear that the statute is preeminent. On the left side of the following listing of the bylaws, the Articles that may be in conflict with Public Act 137, 1929 statute have been noted. There are notes about how these have been interpreted and handled.
	BY-LAWS OF TAYLOR LAKE HOMEOWNERS’ ASSOCATION ARTICLE I Members
All owners of property defined as included in the Association are members. There is no frontage requirement.	Section 1. Eligibility for Membership. One owner of each separate lot or parcel of land having frontage on Taylor Lake, Rose Township, Oakland County, Michigan, shall be eligible for membership in the corporation.
There is no member in good standing status. Unpaid dues become an encumbrance on the property.	Section 2. Original and Subsequent members. All persons whose name appears as incorporators in the Articles of the Association of this corporation at the time of the adoption of these By-Laws shall constitute original members in good standing of this corporation. Thereafter, such persons as are eligible for membership under the provisions of Section 1 above and who, form time to time, have fully paid the dues and assessments then most recently levied on members by the Board of Directors of the corporation, shall be members in good standing of the corporation.
Membership cannot be terminated for non-payment of dues or assessments.	Section 3. Termination of Membership. In the event that a member ceases to own property having frontage on Taylor Lake or fails to pay within six (6) months of the corporation’s most recently levied dues or assessments, then such member’s membership in the corporation shall automatically terminate without notice of any kind.
One or two of the co-owners of a parcel may vote. One vote per member even if multiple parcels are owned.	Section 4. Voting. Each member in good standing of the corporation shall have one vote for the election of directors of the corporation and upon all other matters properly brought before a meeting of the members.
If you own property within the area defined for the Association, then you are a member.	Section 5. List of Members. The Treasurer shall prepare and keep a current list of the members in good standing of the corporation.
	ARTICLE II Meetings of Members
In an attempt to increase attendance at the annual meeting this date was changed from August to April. The statute requires the meeting be held in June, July, or August.	Section 1. Annual Meeting. An annual meeting of the members shall be held at the hour and place designated in the notice of the meeting, on the third Sunday in the month of April in each year, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If, for any reason, the annual meeting is not held on the day provided, then it may be called and held at any time thereafter as a Special meeting of the members.
	Section 2. Special Meeting. Special meetings of the members may be called at any time by the President or by a majority of the Board of Directors and shall be held on the date and hour and at the place stated in the notice of the meeting.
	Section 3. Notice of Meetings. Written notice stating the place, day and hour of any meeting shall be delivered either personally or by mail to each member entitled to vote at the meeting, not less than five (5) days before the date of the meeting. The notice shall be prepared and served by the Secretary or such other person he may designate. The notice of a special meeting shall state its purpose.
	Section 4. Quorum. Eleven (11) members in good standing of the corporation shall constitute a quorum at meetings of its members.
	Section 5. Proxies. A member may vote by written proxy at any meeting of the members at which he is entitled to vote, but no proxy shall be valid for more than three months after its date unless otherwise expressly provided in the proxy.
	Section 6. Majority Vote. Majority vote shall constitute fifty percent plus one (50% plus 1) of the members present in good standing.
The Act 137 statute uses: "Board of Trustees"	ARTICLE III Board of Directors
	Section 1. Powers. The affairs of the corporation shall be managed by its Board of Directors, which shall have and may exercise the powers of the corporation, including, without limitation, the right to fix the dues and assessments payable from time to time by members of the Corporation.
	Section 2. Number, Terms and Qualifications. The Board of Directors shall consist of seven (7) members of the corporation. The seven persons named in Article III of the Articles of Incorporation shall constitute the first Board of Directors and shall serve until their respective successors are elected. At the first annual meeting of the members following the organization of the Corporation, seven directors shall be elected, two (2) of them to serve for terms of one (1) year, two (2) to serve for terms of two (3) years, and three (3) to serve for terms of three (3) years. Thereafter, at each annual meeting, directors shall be elected for three (3) year terms.
	Section 3. Meetings. Meetings of the Board of Directors shall be held at any time on the call of the President or any three directors.
	Section 4. Notice of Meetings. Notice of the date, hour, place, and purpose of special meetings of the Board of Directors shall be given at least (3) days in advance of the date of the meeting by written notice delivered personally or by mail to each director at this address as shown on the records of the corporation.
	Section 5. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived in writing either before or after such meeting has been held.
	Section 6. Action by Unanimous Consent. If all of the directors consent in writing to any action to be taken by or for the corporation, such action shall be as valid corporation action as though it had been authorized by a meeting attended by a quorum of the directors.
	Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum, and the acts of the majority of the directors present at a meeting at which there is a quorum shall constitute the acts of the Board of Directors.
	Section 8. Vacancy. Any vacancy occurring in the Board of Directors may be filled by an appointment by the remaining directors. A director appointed to fill the vacancy on the Board shall serve out the unexpired (sic) term of his predecessor in office.
	Section 9. Power to Elect and Remove Officers and Agents. The directors shall elect the officers of the corporation and may appoint such other agents as they deem necessary for the transaction of the business of the corporation. Any officer or agent may be removed by the directors whenever in the judgement of the Board the best interest of the corporation will be best served thereby.
	Section 10. Power to Require Bond. The directors may require any office or agent of the corporation to file with the corporation a satisfactory bond conditioned upon the faithful performance of his duties.
	Section 11. Delegation of Powers. For any reason deemed sufficient by the directors, whether occasional or otherwise, the Board may delegate all of any of the powers or duties of any officer or director.
	Section 12. Compensation. The directors shall receive no compensation for their services as offices or directors of the corporation.
	ARTICLE IV Officers
	Section 1. Titles. The officers of the corporation shall consist of a President, and one or more Vice Presidents as determined by the Board of Directors, a Secretary, and a Treasurer.
	Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its organizational meeting held following the annual meeting of the members of the corporation. Each officer shall hold office for one (1) year and until his successor is duly elected and qualified.
	Section 3. Vacancies. A vacancy occurring in any office may be filled by the Board of Directors for the unexpired (sic) portion of the predecessor’s term.
	Section 4. Duties.
	PRESIDENT. The President shall be the principle executive officer of the corporation, shall preside at the meetings of the members and the directors, shall exercise general supervision over all the business of the corporation, and in general shall perform the duties that are delegated to him from time to time by the Board of Directors.
	VICE PRESIDENT. The first Vice President shall exercise the duties of the President during his absence or disability and all of the Vice Presidents shall perform such duties as may be delegated to them, respectively, by the Board of Directors from time to time.
	SECRETARY. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, shall see that all notices are given in accordance with these By-Laws or as required by law, shall have custody of the corporate records, and in general, shall perform such duties as may from time to time be delegated to him by the President or the Board of Directors.
	TREASURER. The Treasurer shall have custody of the funds of the corporation, shall receive and give receipts for monies paid to the corporation, shall deposit the funds of the corporation as required by the Board of Directors, and, in general, shall perform such other duties as may be delegated to him from time to time by the President or the Board of Directors.
	Section 5. Compensation. The officers shall receive no compensation for their services as such to the corporation.
	ARTICLE V Execution of Instruments
	Section 1. Receipts. All checks, drafts and orders for the payment of money, and all donations and payments of any kind that are made to the corporation, shall be endorsed in the name of the corporation, if necessary, and shall be deposited to the account of the corporation in whatever depository is designated by the Board of Directors from time to time.
	Section 2. Disbursements. All checks, drafts and orders for payment of monies on behalf of the corporation shall be signed in the name of the corporation by the Treasurer and such other persons as may be empowered to do so by the Board of Directors from time to time.
	Section 3. Contracts and Conveyances. Except as otherwise provided by the Board of Directors, all formal contracts and conveyances by the corporation shall be executed in its name and on its behalf by the President or Vice President and attested by the Secretary or Treasurer of the corporation.
	Section 4. Provisions by Resolution. Notwithstanding the provisions of these By-Laws as to the manner of signing or executing any instrument for the corporation, the Board of Directors shall have the full power and authority to provide, by resolution or motion, the manner in which a particular contract or paper shall be signed or executed for the corporation.
	ARTICLE VI Books and Records
	The corporation shall maintain complete and accurate financial and membership records and minutes of the proceedings of its members and Board of Directors, and these books and records will be kept in the custody of one or more of the principle officers of the corporation, and may be inspected by any member, his agent or attorney, for any proper purpose at any reasonable time.
	ARTICLE VII Dues and Assessments
	The Board of Directors may determine, from time to time, the amount and the time and manner of payment of such dues and assessments as the Board of Directors may levy upon the members.
	ARTICLE VIII Corporate Seal
	This corporation shall have no corporate seal.
	ARTICLE IX Fiscal Year
	The fiscal year of the corporation shall begin on the first day of June and end on the last day of May in each year.
	ARTICLE X Amendment of By-Laws
	The members of the Board of Directors of the corporation may amend the By-Laws by majority affirmative vote, except that the Directors may not alter by By-Laws fixing their number, qualifications, classification or terms of office.