WESTACRES COMMUNITY ASSOCIATION BYLAWS
WESTACRES COMMUNITY ASSOCIATION AMENDED AND RESTATED BYLAWS,
AS ADOPTED AT THE 2009 ANNUAL MEETING OF SHAREHOLDERS
In these Bylaws, the following capitalized terms are defined as follows:
- Association: The Westacres Community Association, a Michigan non-profit corporation.
- Shareholder: A person (or persons) who owns a share of the Association in accordance with the provisions
of these Bylaws.
- Shareholder in Good Standing: A Shareholder whose dues, fees, charges, and assessments, and (if any) fines are not overdue.
- Westacres: The community consisting of Westacres, Westacres No. 2, Westacres No. 4, Westacres No. 5, the western portion of Lakewoods Estates formerly part of Westacres Outlot L, and Westacres Northridge– which community is a subdivision of part of the south half of Section 7 and part of the north half of Section 18, Town 2 North, Range 9 East, West Bloomfield Township, Oakland County, Michigan. The foregoing is the current description, as of the date of the adoption of these Amended and Restated Bylaws, of the property that is described in Article II of the Association’s Articles of Incorporation as follows:
The community known as “Westacres” and “Westacres No. 2”, a subdivision of the part of the south half of Section 7, and part of the north half of the Section 18, Town 2 North, Range 9 East, West Bloomfield Township, Oakland County, Michigan.
For the purpose of these Bylaws, a condominium within Westacres shall be deemed to be a platted lot.
The corporate seal shall consist of a circle, having within its circumference the words, “Westacres Community Association, a Michigan Non-profit Corporation”.
Section 3.1. Annual Meetings.
MEETINGS OF SHAREHOLDERS
The annual meetings shall be held for the purpose of electing a Board of Directors and transacting such other business as may come before the meeting.
- Time and Place. The annual meetings of the Shareholders shall be held either:
- at the Association’s community house at 8:00 P.M. on the second (2nd) Saturday of February; or
- at such other date, time, and place (within the Township of West Bloomfield, Michigan) during the month of February as may be designated by the Board of Directors.
- Notice. Except as otherwise provided by law, written notice of the date, time, place, and purposes of an annual meeting of shareholders or members shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each Shareholder entitled to vote at the meeting. It shall also be published in the Westacres Weekly newspaper at least once during said period.
Section 3.2. Special Meetings.
- Time and Place. A special meeting of the Shareholders may be called at any time by the President, by the Board of Directors, or by the holders of ten percent (10%) of the outstanding shares of the Association. A special meeting shall be held at the date, time, and place (within the Township of West Bloomfield, Michigan) designated in the notice.
- Notice. A notice of a special meeting shall be given in the same manner as a notice of an annual meeting.
Section 3.3. Quorum and Plurality. At either an annual or a special meeting of the Shareholders, Shareholders in Good Standing holding twenty percent (20%) of the outstanding shares, present in person or by proxy, shall constitute a quorum for all purposes, except if otherwise provided by law. When a quorum is present at any meeting, the vote of the holders of a majority of the stock present in person or by proxy shall decide any question brought before such meeting, unless the question is one upon which, in these Bylaws, or by law, a different vote is required.
Section 3.4. Order of Business. shall be as follows:
The order of business at all meetings of the Shareholders, insofar as possible,
- The Secretary shall note the attendance of the Shareholders and guests, registering them as they enter the premises.
- Reading of the notice of the meeting and proof of the due delivery and publication thereof, or the waiver or waivers of notice of the meeting, as the case may be.
- Reading and approval of unapproved minutes of previous meeting(s) of the Shareholders and taking of necessary action thereon. Reading of the minutes may be waived by a vote of the Shareholders.
- Presentation and consideration of, and acting upon, reports of Officers, Directors, and committees.
- Election of Directors (at the annual meeting, as provided in Section 3.1).
- Unfinished business.
- New business.
BOARD OF DIRECTORS
Section 4.1. Number and Qualification. The corporate powers, business, and administration of property of the Association shall be exercised, conducted, and controlled by a Board of Directors consisting of eleven (11) Directors. To qualify to assume and retain the position of Director, an individual must be a Shareholder in Good Standing whose actual principal residence is at his or her platted lot within Westacres.
Section 4.2. Election. In accordance with the system set forth in Section 4.3, the Directors shall be elected at the annual meeting of the Shareholders.
Section 4.3. Term of Office. Directors shall be elected for terms of three years–with four directors being elected in one year, four directors in the next year, and three directors in the following year– and this process shall thereafter be repeated. At each annual Shareholders’ meeting, either four or three Directors, as the case may be, shall be elected to fill the offices of those Directors whose terms have expired that year. Directors shall serve until their successors are elected and qualify.
Section 4.4. Annual Meeting of Directors / Election of Officers. Immediately after each annual meeting of Shareholders, the Board of Directors shall hold an annual meeting. At their annual meeting, the Directors shall elect from among themselves: the President, the Vice-President, the Secretary, and the Treasurer, and shall transact any other appropriate business. The Officers shall serve until the Board of Directors’ next annual meeting, at which time the Directors shall elect new Officers. Officers may be reelected. The Board of Directors shall fill any vacancy occurring in any office of the Association. Officers shall serve until their successors are elected and qualify.
Section 4.5. Vacancies. The President, subject to confirmation by the Board of Directors, shall fill any vacancy in the Board of Directors through appointment of a replacement Director. Said appointments shall be for the unexpired term of the Director who is being replaced.
Section 4.6. Meetings and Notice of Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may direct, but at least once every month. Special meetings may be held whenever called by the President or by a majority of the Directors. Any and all business may be transacted at a special meeting. Notice of all regular and special meetings shall be published in the Westacres Weekly prior to the meeting. In the event that time does not allow such publication, written notification of the time and location of the meeting shall be provided to each board member at least (two) 2 days prior to the meeting.
Section 4.7. Quorum and Plurality. A majority of the Directors shall constitute a quorum, and, except as otherwise specifically provided in these Bylaws, the affirmative vote of a majority of the Directors present at a meeting shall be necessary to pass any resolution or authorize any corporate act.
Section 4.8. Compensation. Members of the Board of Directors shall receive no compensation for their services. They shall, however, be entitled to reimbursement for expenses properly incurred in conduction of Association business.
Section 4.9. Removal of Directors. Removal of any Director may be with or without cause, and no reason for such removal need be given. Any Director may be removed by either:
- the affirmative vote of seven members of the Board of Directors, or
- the affirmative vote of the Shareholders at any annual or special meeting.
Section 4.10. Power of Directors. The Directors shall have the power:
- To call special meetings of the Shareholders when they deem it necessary; and they shall call a meeting at any time upon the written request of the holders of one-tenth (1/10) of the shares;
- To appoint and remove, at pleasure, all agents and employees of the Association, prescribe their duties, fix their compensation, and require from them, if advisable, security for faithful service;
- To select one or more banks to act as depository of the funds of the Association; to determine the manner of receiving, depositing, and disbursing the funds; to determine the form of checks; and to designate the persons, or person, authorized to sign checks and other banking-related documents–with power to change such banks and the persons, or person, authorized to sign said checks and the form thereof at will;
- To conduct, manage, and control the affairs and business of the Association and to make rules and regulations for the guidance of the Officers and management of its affairs;
- To prepare a yearly budget and to determine and set the dues, fees, charges, and assessments to be paid by the Shareholders to cover the cost of operating the Association and maintaining and controlling its assets; provided, however, that the yearly budget and the dues, fees, charges, and assessments shall be subject to the affirmative vote of the majority of Shareholders present in person or by proxy at the annual meeting of the Shareholders or at a special meeting called for that purpose. If any increase of the dues, fees, charges and assessments totals more than one third (1/3) of the current sum of dues (including WARF and Westacres Weekly Subscription) then such an increase is subject to the affirmative vote of two thirds (2/3) majority of Shareholders present in person or by proxy at the annual meeting of the Shareholders or at a special meeting called for that purpose.
- To enforce deed restrictions related to the Association; and
- To establish and promulgate rules and regulations to be observed by persons using the assets and facilities of the Association and to enforce the rules and regulations by imposing reasonable fines and penalties upon violators thereof.
- To allow a one-time collection and administration of a Road Leveling Fund whose sole purpose is to “equalize” the cost incurred by each of the residents for the replacement of the roads.
Section 4.11. Duties Of Directors. It shall be the duty of Directors:
- To keep a complete record of all the acts of the proceedings of its meetings, and to present a full statement at the annual meeting of Shareholders, showing in detail the condition of the affairs of the Association.
- To supervise all Officers, agents, and employees and see that their duties are properly performed, and to cause to be issued appropriate stock certificates.
- To install such a system of bookkeeping that each Shareholder may be informed annually concerning the receipts and disbursements of the Association.
- To prepare or maintain, for future reference, binders, which shall be maintained by the Vice President, in which each Director describes the manner in which he or she carries out all responsibilities (e.g., his or her duties as Officer, Beach Chairman, or Civic Chairman) assigned to him or her by the Board, i.e., a job description.
Section 5.1. General. The Officers of the Association shall be President, Vice-President, Secretary, and Treasurer, together with any other administrative Officers that the Board of Directors may see fit in its discretion to provide for by resolution entered upon its minutes.
Section 5.2. President. It shall be the duty of the President:
- To preside over all meetings of the Shareholders and Directors;
- To sign, as President, all stock certificates and such contracts and instruments that shall have been first approved by the Board of Directors;
- To call a special meeting of the Board of Directors whenever he or she deems it necessary;
- To be the chief operating officer of the Association; and
- To discharge such other duties as pertain to the office or that may be prescribed by the Board of Directors.
Section 5.3. Vice-President. It shall be the duty of the Vice-President:
- At any time the President shall be unable to act, to act in the President’s place and perform his duties. (If the Vice-President shall also be unable to so act, the Board of Directors shall appoint a Director to do so.)
- To store a master copy of each of the binders required under Section 4.11(d) and to ensure that each Director keep his or her binder current; and
- To discharge such other duties as pertain to the office or that may be prescribed by the Board of Directors.
Section 5.4. Secretary. It shall be the duty of the Secretary:
- To keep a record of the proceedings of the meetings of the Board of Directors and of the Shareholders;
- To keep the corporate seal and the stock certificate book, countersign all stock certificates issued, and affix said corporate seal to all papers requiring a seal;
- To keep a proper stock record book, showing the name of each Shareholder of the Association, the number of his stock certificate, the date of issuance, surrender, cancellation, or forfeiture;
- To execute and sign contracts, notes, papers and documents that shall have been first approved by the Board of Directors;
- To maintain the other records of the Association; and
- To discharge such other duties as pertain to the office or that may be prescribed by the Board of Directors.
Section 5.5. Treasurer. It shall be the duty of the Treasurer:
- To receive and deposit all funds of the Association, which shall be paid out only on checks drawn as herein before provided, and account for all receipts, disbursements and balance on hand;
- To furnish a bond in such form and in such amount as the Board of Directors may, from time to time, require; and
Section 6.1. Persons Eligible To Hold Stock. Any person who is a fee titleholder of a platted lot within Westacres shall be eligible to apply for stock in the Association. Stock may be held jointly by two adults if both are titleholders of the said lot, but under no circumstances may more than one (1) share of stock be outstanding per platted lot.
Section 6.2. Application for Stock. An application for stock shall be made upon forms provided by the Association. The application forms shall, among other things, contain an agreement on the part of the applicant that:
- he or she understands that his or her stock cannot be transferred to any other person, or persons;
- that he or she will abide by, comply with the Articles of Incorporation of the Association, with these Bylaws, and with rules and regulations adopted in accordance with said Articles and Bylaws; and
- that he or she will pay any dues, fees, charges, and assessments properly levied by the Association against its Shareholders and any fines properly levied against him or her.
A membership fee, in an amount to be determined by the Board of Directors, plus a $1.00 stock-certificate fee shall accompany the application. Both fees shall be refunded to the applicant if his or her application is denied and the stock certificate is not issued.
Section 6.3. Unpaid Dues, Fees, Charges, Assessments, or Fines. No applicant shall be issued a share unless and until all past dues, fees, charges, assessments, and fines accrued with respect to the Applicant’s platted lot have been paid in full—either by the applicant or by the prior owner(s). If any prior owner of the platted lot did not become a Shareholder of the Association, resigned from the Association, or was expelled from the Association, then the amount of accrued dues, fees, charges, assessments, and fines that must be paid in order for the Applicant to be issued a share shall be calculated as if the prior owner had been a Shareholder for the entire time that the prior owner held title to the platted lot. Any Officer of the Association is authorized to file, with the Oakland County Register of Deeds, a notice to prospective purchasers with respect to unpaid dues, fees, charges, assessments, and fines.
Section 6.4. Issuance of Stock Certificates. The Association shall issue a stock certificate to each applicant meeting the requirements and qualifications set forth in these Bylaws.
Section 6.5. Non-transferability of Shares. The shares of the Association shall not be assignable or otherwise transferable by the holder thereof to any other person, or persons. Likewise, the purchaser at any execution sale or any other person who may succeed by operation of law or otherwise to the property interest of the Shareholder shall not be entitled to such certificate or to the Shareholder’s rights thereunder by virtue of such transfer. Upon a Shareholder’s ceasing, any other reason whatsoever, to meet the eligibility requirements for shareholding as set forth in Section 6.1, the Shareholder’s share shall be automatically cancelled and his or her share certificate shall be null and void.
Section 6.6 Expulsion of Shareholders. Stockholders may be expelled from the Association and their stock cancelled (without liability for an accounting) by either:
- the affirmative vote of two-thirds (2/3) of the Board of Directors; or
- the affirmative vote of the Shareholders.
Such expulsion can only be for one or more of the following reasons:
- Violation of, or refusal to comply with, the Bylaws of the Association or any rules or regulations adopted by the Association;
- Permitting dues, fees, charges, and assessments or fines levied by the Association to be delinquent for a period of more than six (6) months; or
- Theft of, or damage to, property of the Association.
With respect to this Section, a Shareholder shall be responsible for the acts of his or her family members, tenants, and guests. Any Shareholder so expelled may be reinstated by a resolution of either the Board of Directors or the Shareholders at any of their respective meetings. A former Shareholder approved for reinstatement shall reapply for membership in accordance with the provisions of Section 6.2.
Section 6.7. Voting. Only a Shareholder in Good Standing shall be entitled to vote his or her Shares. While such a Shareholder who is not a Shareholder in Good Standing may attend Shareholder meetings unless and until expelled from the Association, his/her presence shall not be counted in determining the existence or non-existence of a quorum. Each share shall be entitled to one vote upon each matter submitted to a vote of the Shareholders. If a share is held jointly and the owners cannot agree as to the vote, the vote of that share shall be disregarded.
Section 6.8. Proxies. At all meetings, a Shareholder in Good Standing may vote by a proxy in writing executed by the Shareholder. A proxy may only be given to a Shareholder in Good Standing. Such proxy, signed and dated by the Shareholder, shall be filed with the Secretary before or at the time of the meeting. No proxy shall be voted at the meeting of the Shareholders unless it designates the meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the one so designated or at any adjournment of such meeting. No proxy shall be valid for more than sixty (60) days from the date of its execution. The presence of a Shareholder at a meeting shall revoke any proxy previously executed by him or her, and such Shareholder shall be entitled to vote at such meeting in the same manner as if he or she had not executed a proxy.
USE OF ASSOCIATION PROPERTY
Section 7.1. General. Subject to such rules and regulations as the Board of Directors and its designees may adopt, from time to time, access to, and use of, the Association’s property (including, but not limited to: the community house, the beach, the play field, the boat well, and the woodland known as “Boy Scout Point”) shall be restricted to:
- Shareholders in Good Standing who either maintain their principal residence at their platted lot within Westacres or whose platted lot within Westacres is not occupied (Consequently, a nonresident Shareholder who has leased his platted lot to a tenant who occupies the premises cannot use Association property except as a guest.);
- Guests of such Shareholders in Good Standing;
- Tenants of a Shareholder in Good Standing, if the tenants meet the requirements of Section 7.2; and
- Guests of such tenants.
However, the Board of Directors may, in its discretion, also provide for other occasional uses of the community house property.
Section 7.2. Lease of, or Land-Contract Sale of, Westacres Property. If a Shareholder in Good Standing leases, to
a tenant, the Shareholder’s platted lot within Westacres and if the tenant occupies the platted lot as his or her principal residence: the Shareholder may, by written instructions to the Secretary, direct that the tenant shall be entitled to use substituted for the Shareholder in Good Standing with respect to usage of Association Property (e.g., beach tags shall be issued directly to the tenant, and the tenant may attend Association functions as if a Shareholder) during the period of the tenancy.
In such a case:
- in accordance with Section 7.1.a, the Shareholder in Good Standing shall not be entitled to use Association property (for example, the beach) or (except for Shareholder meetings) attend Association functions, but the Shareholder may, if invited by resident/member in good standing, attend functions as a guest if guests are permitted; and
- the Shareholder in Good Standing shall retain all voting and other rights of a Shareholder and shall continue to be responsible for all dues, fees, charges, assessments, and fines with respect to his or her share.
- By written notice to the Secretary, the Shareholder in Good Standing may revoke said usage rights of the tenant. As a consequence of the provisions of this Section, a Shareholder and his or her tenant shall not both be entitled to use Association property, except as an invited guest.
A person who purchases under land contract, and whose principal residence is at a platted lot within Westacres, shall be treated in the same manner as a tenant for purposes of this Section.
SALE OF ASSOCIATION PROPERTY
The sale or lease of Association Property, not otherwise prohibited by deed, restrictions or law, is subject to the affirmative vote of two thirds (2/3) majority of Shareholders, present in person or by proxy, at the annual meeting of the Shareholders or at a special meeting called for that purpose.
The Association shall have the power to borrow money in such amounts and upon such terms and conditions as the Board of Directors may, from time to time, deem advisable or necessary. Passage of such resolution shall require the affirmative vote of two-thirds (2/3) of the Board of Directors, provided however, that the amount borrowed shall not exceed the limitation set at the annual meeting of the Shareholders or at any special meeting called for that purpose.
The Board of Directors shall establish the fiscal year of the Association.
These Bylaws may be altered or amended, subject to the affirmative vote of two thirds (2/3) majority of Shareholders at the annual meeting of the Shareholders present in person or by proxy, or at a special meeting called for that purpose. The Shareholders at that time, will approve the specific wording of the altered or amended Bylaws. If passed, the altered or amended Bylaws will take immediate effect and these Bylaws will be updated at the earliest possible time by the Secretary.
GENDER AND GRAMMAR
Whenever, in these Bylaws, words are used in the masculine, they shall be read in the feminine or neuter whenever the latter would apply and vice versa. Whenever, in these Bylaws, words are used in the singular, they shall be read as plural whenever the latter would apply and vice versa.
Except as may be modified by the Board of Directors, Robert’s Rules of Order (current edition) shall govern the conduct of the Association proceedings when such Rules are not in conflict with Michigan law, the Articles of Incorporation, or these Bylaws.
MINUTES OF MEETINGS
The minutes of all Shareholders’ meetings and a synopsis of all Board of Directors’ meetings shall be published in the Westacres Weekly newspaper.