IVYWOOD SUBDIVISION HOMEOWNERS ASSOCIATION BYLAWS ARTICLE I MEMBERSHIP Section 1: Qualification. Membership shall be mandatory to any person or entity owning a single family residential lot in Ivywood Subdivision, a subdivision of part of the Northeast 1/4 of Section 12, T3N, R2W, Delhi Township, Ingham County, Michigan, or in any subsequent phase(s) of Ivywood Subdivision designated as such by Ivywood Development Company (the "Developer"). Any such subsequent phase(s) so designated shall be referred to in the remainder of these Bylaws as Subsequent Phase(s)". Section 2: Joint or Entity Ownership. Except as otherwise provided in the recorded Declaration of Restrictions for Ivywood Subdivision, the owner of each lot in Ivywood Subdivision or any Subsequent Phase(s) shall have one vote in the Association for each lot owned. If a lot is owned by more than one individual or entity, the owners of the lot shall constitute only one member and shall designate a representative to cast votes on their behalf. Any person or persons or entity or entities owning more than one lot shall have as many votes as they own lots. Any person or entity entitled to a vote or votes in the Association may designate, in a writing signed by such person or entity and delivered to the Association, any other person or entity to vote for or on behalf of such person or entity at specific meetings of the Association or for a specified period of time. Section 3: List of Eligible Members. Prior to the date notice is sent or given of any membership meeting, but in any event not less than 10 days or more than 60 days prior to such meeting date, the Secretary of the Association shall have prepared an alphabetical list of members eligible to vote at a membership meeting as of the date the list is prepared. Such list shall be available for inspection at the meeting, and only those persons whose names are on the list shall be eligible to vote at the meeting. ARTICLE II MEMBERSHIP MEETINGS Section 1: Annual Meeting. The first meeting of the members of the Association shall occur within 90 days after more than 50% of the single family residential lots in Ivywood Subdivision have been sold and deeds or land contracts delivered to the purchasers. Thereafter, the annual meeting of the members shall be held at such time as the Board of Directors shall determine. The place of the meeting shall be the principal office of the Association or such other suitable place within the Ivywood Subdivision area as the Board of Directors may fix by resolution. At such annual meeting, there shall be elected by the members a Board of Directors in accordance with these Bylaws. Members may also transact such other business of the Association as may properly come before them. Section 2: Regular and Special Meetings. The Board of Directors shall set regular meeting dates as, in their discretion, they deem necessary but there shall be at least one regular meeting called each year. A special meeting may be called by the Board upon the written request to the Secretary of members representing onethird (1/3) of the lots.
Section 3: Notice. Any notice or other communication required or desired to be served upon any member shall be deemed served when deposited in the United States mail postage fully paid, addressed to such member at the last address filed by such member with the Secretary of the Association, or if he has filed no such address, at the address appearing on the deed or land contract by which such member acquired his ownership interest in the lot. The Secretary shall serve notice of each regular membership meeting not less than 10 days nor more than 60 days before the date of such meeting. The notice of any regular meeting shall state the time and place of the meeting, and the purpose or purposes of the meeting. A notice requirement may be waived, in writing, by any member entitled to a vote either before or after the holding of the meeting. Section 4: Quorum. The presence, in person, of at least 51% of the members of the Board of Directors and, in person or by written proxy of 51% of the members of the Association, shall constitute a quorum for the transaction of business at any meeting and the members may continue to transact business until adjournment not withstanding the withdrawal of Board members or members leaving less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present. If any meeting of members cannot be held because a quorum is not in attendance, the members who are present may adjourn the meeting to a time not less than twenty-four (24) hours from the time the original meeting was called. If there shall be three (3) consecutive meetings where a quorum fails to exist, the members present at the third such meeting may transact business as if a quorum were present. Section 5: Voting. A matter to be approved by the members shall be authorized and approved by a vote of a majority of the members present or voting by proxy at any membership meeting. To be eligible to vote a member must have paid current assessments required by the Association. ARTICLE III BOARD OF DIRECTORS Section 1: Board of Directors. The affairs of the Association shall be governed by a Board of Directors, all of whom must be members of the Association except for the first Board of Directors designated in the Articles of Incorporation of the Association. Directors shall serve without compensation. Section 2: Number of Directors. Except for the first Board of Directors designated in the Articles of Incorporation, there shall be a Board of Directors consisting of five (5) members. Section 3: Election of Directors. The first Board of Directors designated in the Articles of Incorporation shall manage the affairs of the Association until a successor Board of Directors is elected at the first meeting of the membership of the Association convened at the time required by Article II, Section 1 of these Bylaws. At the first annual meeting and at each appropriate annual meeting thereafter, the Board, consisting of a Chairperson, Vice-Chairperson, Secretary, and Treasurer (who shall be the President, Vice-President, Secretary, and Treasurer of the Association, respectively), and one (1) regular member shall be elected for a term of two (2) years. Each Board member shall be elected by the vote of a majority of the eligible voting members present in person or by proxy. Each member of the Board so elected shall be a member of the Association and shall have paid all assessments levied by the Association. Section 4: New Board Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such 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 Board shall be present. Section 5: Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Directors, but at least two 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, by mail, telephone or telegraph, at least ten (10) days prior to the date named for such meeting. Section 6: 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, by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice upon the written request of two (2) Directors, or upon the written request of members representing one-third (1/3) of the lots. Section 7: Waiver of Notice. Any Director may, in writing, waive notice of any meeting of the Board of Directors and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by him except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 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. If all the Directors consent in writing to any action, such action shall be as valid as if it had been authorized at a meeting of the Board held with proper notice. Section 8: Quorum. At all meetings of the Board of Directors, attendance of 51% 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. 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. Section 9: Borrowing or Mortgage of Association Assets. The Board of Directors may borrow money and mortgage, pledge or otherwise encumber assets of the Association to secure such loans on the condition that 66 2/3% of the members consent in writing; provided, however, that such consent shall not be required with respect to unsecured loans to the extent they do not aggregate in excess of $1,000.00 in principal amounts owed. Section 10: Necessary Powers and Duties. The Board of Directors shall have all powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things, including but not limited to, filing a lawsuit to enforce the Declaration of Restrictions for Ivywood Subdivision, as long as such acts and things are not prohibited by law, the Articles of Incorporation, these Bylaws, or the Declaration of Restrictions for Ivywood Subdivision. Section 11: Responsibilities. The Board of Directors shall be responsible for the: (a) Care, upkeep and surveillance of all common property, real, personal, tangible or intangible owned by the Association or dedicated to the use of its members. (b) Establishment and collection of assessments from members, the setting of an annual budget and the approval of expenditures of all funds of the Association. All assessments to the members shall be in an equal amount for each lot owned, and can be used for legal expenses,
annual neighborhood picnic, insurance and maintenance of common areas, and any other purpose the Board of Directors deem for the good of Ivywood Subdivision. (c) Designation and control of the personnel necessary for the maintenance and operation of the common properties owned by the Association or dedicated to the use of its members. (d) Purchase of liability and casualty insurance on all Association property, real or personal, tangible or intangible, owned by this Association or dedicated to the use of its members, including but not limited to, the areas designated as the "Common Areas" in Ivywood Subdivision and any Subsequent Phase(s). Section 12: Regulations. The Board Directors shall make and amend reasonable regulations respecting the use and enjoyment of the Association's common areas and properties, and such other regulations as are necessary for their maintenance and control. All such regulations and amendments shall be approved by not less than 60% of the members before they become effective. Members not present in person or by proxy at a meeting considering such regulations or amendments may express their approval or disapproval in a writing signed by the member and delivered to the Association prior to the meeting. Section 13: Vacancies. Vacancies in 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 vote of the majority of the remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association. Section 14: Removal of Directors. At any regular or special meeting of the members of the Association duly called, any one or more of the Directors may be removed with or without cause by a majority of the members then entitled to vote, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. This provision shall not apply to the initial Board of Directors or their appointed successors prior to the first meeting of the members. Section 15: Conference Telephone. A member of the Board may participate in a meeting by means of conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this method constitutes presence in person at the meeting. Section 16: Minutes and Procedure. Each meeting of the Board of Directors shall be conducted according to Robert s Rules of 0rder or a similar procedure selected by the majority of the Board. A Parliamentarian may be selected by the Board from its members to insure that such procedures are followed. The Secretary, or a substitute designated by the Board, shall take the minutes of each meeting of the Board.
ARTICLE IV OFFICERS Section 1: Required Officers. The principal officers of the Association shall be a President, a Vice-President, a Secretary, and a Treasurer, who shall also be members of the Board of Directors. The Directors may appoint an Assistant Treasurer, an Assistant Secretary, and such other officers as in their judgment may be necessary. No two offices may be held by any one person, except for the period of time during which the first Board of Directors designated in the Articles of Incorporation serves. Section 2: Election of officers. The officers of the Association, except the President, Vice-President, Secretary and Treasurer, who are elected by the members of the Association as provided in Article III, Section 3, shall be elected 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 of officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer, except those elected by the members of the Association, 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 for such purpose. The officers elected by the members or the Association shall be removed as provided in Article III, Section 14. Section 4: Duties of the President. The President shall be the chief executive officer and Chairperson of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of an Association, including but not limited to, the power to appoint committees from among the members of the Association from time to time as he may in his discretion deem appropriate to assist in the conduct of the affairs of the Association. Section 5: Duties of the Vice-President. The Vice-President shall be the Vice-Chairperson of the Association, and shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to perform the President's duties, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice-President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors. Section 6: Duties of the 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; he shall maintain a register or roll of the members and call the roll when required; he shall send proper notice of all meetings; he also shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of the Secretary of an Association. Section 7: Duties of the Treasurer. The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositaries as may from time to time be designated by the Board of Directors. Section 8: Additional Duties Authorized by Board of Directors. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.
Section 9: Execution of Instruments. Any instrument may be executed on behalf of the Association by any two officers of the Association or by any other person or persons designated by the Board of Directors to do so. ARTICLE V INDEMNIFICATION Section 1: Persons Indemnified. The Association shall indemnify to the fullest extent authorized or permitted by the Michigan Nonprofit Corporation Act (as amended from time to time) or any successor Acts, each person who is or was a director, officer, or employee of the Association and each person serving or who has served at the request of the Association as a director, officer or employee of any nonprofit or business corporation designated by the Board (collectively called "person" in this Article) and the person's heirs, executors, or administrators, who have been made or are threatened to be made a party to an action, suit, or proceeding, whether civil, criminal, administrative or investigative, because such person is or was a director, officer, or employee of the Association or by reason of such person serving or having served at the request of the Association as a director, officer, or employee of any nonprofit or business corporation designated by the Board. Section 2: Advance Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 1 of this Article may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person to repay such expenses if it is ultimately determined that the person is not entitled to be indemnified by the Association. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made, but need not be secured. Section 3: Nonexclusive: Continuation. The indemnification or advance of expenses provided under Sections 1 and 2 or this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, laws or a contractual agreement. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. Section 4: Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Association or who serves or has served at the request of the Association as a director, officer or employee of any nonprofit or business corporation designated by the Board, against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person's status as such, whether or not the Association would have the power to indemnify the person against such liability under Section 1 of this Article. ARTICLE VI ADMINISTRATIVE PROVISIONS Section 1: Corporate Seal. The Association shall have a seal which shall have inscribed thereon "Ivywood Subdivision Homeowners Association", the words "Corporate Seal" and "Michigan". Section 2: Fiscal Year. The fiscal year of the Association shall coincide with the calendar year subject to change by the Directors for accounting reasons or other good cause.
Section 3: Books and Records. The books and records of the Association shall be kept in the custody of the officers of the Association and shall be open to inspection by another Officer, Director or member at all reasonable hours. The records shall be open to the inspection of other persons at the discretion of the Board of Directors. ARTICLE VII AMENDMENT OF BYLAWS Section 1: Amendment of Bylaws. These Bylaws may be amended by the members of the Association at a duly constituted meeting for such purpose, by an affirmative vote of 66 2/3% of the members entitled to vote. Section 2: Recorded Restrictions Control. These Bylaws are intended to comply with the requirements of Michigan law and the recorded Declaration of Restrictions for Ivywood Subdivision. If there is any conflict between these Bylaws and the recorded Declaration, the recorded Declaration as amended shall control.