BY-LAWS OF EMERALD-SYLVAN LAKE CORPORATION – NEWAYGO, MICHIGAN
A MICHIGAN NON-PROFIT CORPORATION
(As amended at the annual Membership Meetings, June 1986, June 1995, June 1998, and June of 2010.)
ARTICLE I MEMBERSHIP
1 Membership (Corporate)
2 Voting Member
3 Proxy Vote
4 New Member
5 Termination of Membership
6 Annual Dues
ARTICLE II MEETINGS
1 Time and Place
3 Special Meetings
6 Giving Notice
ARTICLE III DIRECTORS
1 Number and Term of Office
2 Place of Meetings
3 Meetings and Quorum
6. Electronic Participation
7 Resignation and Removal of a Director
8 Presumption of Assent
9 Consent Without Meeting
ARTICLE IV OFFICERS AND THEIR DUTIES
2 Vice President
5 Election and Term of Office
7 Resignation and Vacancies
ARTICLE V COMMITTEES
ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS, SPECIAL CORPORATE ACTS
3 Checks, Drafts, Etc.
5 Voting of Securities Owned by the Corporation
6 Contracts Between the Corporation and Related Persons
ARTICLE VII INDEMNIFICATION
1 Power to Indemnify – Non-Derivative Action
2 Power to Indemnify – Derivative Action
3 Indemnification of Expenses
4 Authorization of Indemnification
5 Payment of Expenses Before Final Disposition
6 Not Exclusive Right
7 Liability Insurance
ARTICLE VIII GENERAL
1 Addition(s) or Deletion(s) of By-Laws
Financial Expenditure - Board of Directors.
Acquisition of Land and Interest Therein
Section 1 – Membership
Any property owner of the recorded plat of the Michigan Land and Outing Co. of the Brooks and Everett Township, Newaygo County, Michigan, upon payment of annual dues shall be a member of the corporation. The plat consists of the lands embraced in the annexed plat of the Michigan Land and Outing Co. subdivision of the plats of section 5 and 6 of the Brooks Township and Section 31 and 32 (excepting those lots in blocks 49 through 84) of the Everett Township Newaygo County, Michigan.
Section 2 – Voting Member
A voting member of the corporation shall be entitled to one (1) vote subject to the following limitations:
(a) A single property owner with property registered only in his, her or its name shall be entitled to one (1) vote.
(b) A husband and wife holding property individually and registered individually on the tax rolls shall each be entitled to one (1) vote provided a separate membership is paid for each.(That is, a husband and wife if both pay current dues are entitled to one (1) vote each if the two pieces of property are registered separately. Not more than a total of two votes will be allowed, regardless of how many parcels are owned individually by husband and wife.)
(c) A husband and wife joint owners of property registered in joint names shall be entitled to one (1) vote.
(d) In the case of property held jointly by other than husband and wife, or a single person, or property held in an estate or trust (regardless of the number of persons involved) shall be entitled to one (1) vote, provided current dues are paid.
Section 3 – Proxy Vote
A voting member shall be entitled to cast his vote by proxy provided that:
(a) Written notice is sent to the Secretary of the corporation that the member will not be present at a meeting.
(b) The member provides in writing on a form provided by the corporation the name of the person ( a voting member of the corporation) who shall have the right to cast the absent member’s vote.
(c) In the event of a written proposal or amendment to the corporation’s By-Laws, a standard form will be provided by mail for each member to vote for or against the proposal or amendment. Any member not returning this ballot shall be counted as not voting.
Section 4 – New Member
A new member shall be entitled to vote on any business of the corporation upon presentation of proof of property ownership and current paid dues. A person becoming a voting member of this corporation shall be deemed to assent to these By-Laws, shall designate to the Secretary the address to which the notices may be sent, and all notices mailed to such addresses, with postage prepaid, shall be considered as duly given at the date of mailing. Any person failing to so designate his, her, or its address shall be deemed to have waived notice of such mailings.
Section 5 – Termination of Membership
A member may terminate his, her, or its membership in the corporation at any time upon written notice to the Board of Directors reserving to the member such rights and subject to such liabilities that accrue during the terminating member’s membership.
Section 6 – Annual Dues
The amount of annual dues shall be determined by the members at the annual meeting of the members and will be effective as of the next calendar year.
MEETINGS OF MEMBERS
Section 1 – Time and Place
The annual meeting of the members of the corporation shall be held each year on the 4th Saturday of the month of June at a place in the vicinity of Emerald and Sylvan Lakes, Newaygo County, Michigan, said place to be announced by one or more of the following; newsletter article, website announcement, neighborhood postings, or in writing to all members in accordance with these By-Laws.
Section 2 – Purpose
The annual meeting will be held as provided by Michigan statutes controlling non-profit corporations, and to transact any and all business that any member shall bring to the attention of the corporation at this meeting.
Section 3 – Special Meetings
Any additional meetings may be held to transact business of the corporation provided that a separate written notice of said meeting shall be sent to each member announcing the time, place, and purpose of the Special meeting. Notice of a special meeting must be given at least seven (7) days prior to the meeting.
Section 4 – Quorum
Those present or represented by Proxy, being at least 12 eligible members at any duly called meeting, constitute a quorum. No business of the corporation will be conducted at a meeting at which less than a quorum is present. The meeting may be adjourned from time to time to a future date by those who attend, without further notice. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting originally called.
Section 5 – Organization
The President shall call each meeting of the members to order and shall act as Chairman of such meetings. The Secretary of the corporation shall act as secretary of all meetings, but in the absence of the Secretary, the Presiding Officer may appoint any member to act as secretary of the meeting. In the absence of the President, the Vice President will have the same powers and duties of the President at the meetings.
Section 6 – Giving Notice
Any notice required by statute or by these By-Laws to be given to the members or to the Directors, or to any officer of the corporation, shall be deemed sufficient to be given by depositing the same in a post office box, in a sealed post paid wrapper, addressed to such member, Director, or Officer at his last known address and such notice shall be deemed to have been given at the time of such mailing. Notice may also be given by a form of electronic transmission to which the recipient has consented to be effective.
Section 1 – Number and Term of Office
The corporation is a nonprofit, membership corporation under Act 162, Michigan Public Acts of 1982. The business and the property of the corporation shall be managed by the Board of Directors subject to conditions set forth in the By-Laws and amendments thereto. The number of Directors shall be nine (9) elected from and by the voting members of the corporation. The number may be changed from time to time by amendment of these By-Laws. The President has the authority to appoint a Director, with majority approval of the Board of Directors, when no nominations are received from the voting membership at the Annual Membership Meeting or when a Director nominated is unopposed. A Director shall serve a thirty-six (36) month term, or until their successor is elected and qualified or until their earlier resignation or removal. A term will begin at the first Board meeting following the annual election of Directors by the membership.
Section 2 – Place of Meetings
The Directors may hold their meetings in such place or places within or without the state of Michigan as a majority of the Board of Directors may from time to time determine.
Section 3 – Meetings and Quorums
Meetings of the Board of Directors may be called at any time by the President or by the Secretary, or by a majority of the Board of Directors. A quorum shall consist of at least a majority of directors. Each director shall have one vote. Directors shall be notified in writing of the time, place and purpose of all meetings of the Board. Any Director may waive notice of any meeting by written statement, sent by that Director, signed before or after the holding of the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4 – Vacancies
Vacancies in the Board of Directors shall be filled as soon as possible after the vacancy occurs by a person appointed by a majority of the Board of Directors, and each person so appointed shall be a Director until the next election at the annual meeting of the corporation.
Section 5 – Compensation
No Director shall receive any salary or compensation for his services as a Director unless especially so ordered by amendment to the By-Laws by vote at the annual meeting of the voting members. A director may be reimbursed for a reasonable expense incurred, if for the benefit of the corporation and approved by the Board of Directors.
Section 6 – Electronic Participation
A Director or committee member may participate in a meeting by means of conference telephone or similar communication equipment through which all persons participating in the meeting can communicate with the other participants. Such participation shall constitute presence in person.
Section 7 – Resignation and Removal of a Director
Any Director of the corporation may resign at any time. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. The Board of Directors may remove any Director from office at any time by an affirmative vote of a majority of all Directors in office. Directors shall not vote by proxy.
Section 8 – Presumption of Assent
A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: (a) that Director's dissent is entered in the minutes of the meeting; (b) that Director files a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof; or (c) that Director forwards his or her written dissent by certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 9 – Consent Without Meeting
Any action required or permitted by the Articles of Incorporation or By‑laws or any provision of law to be taken by the Board of Directors or Committee thereof at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or members of the Committee then in office. Such consent shall have the same effect as a vote of such Directors or Committee members and may be stated as such in any documents filed with the state of Michigan.
OFFICERS AND DUITIES
Section 1 – Number
Offices of the corporation shall be: President, Vice President, Treasurer, and Secretary and shall be elected by the Board of Directors. The Board of Directors may elect an Assistant Secretary and Assistant Treasurer and such other officers as they may deem necessary for the transaction of business of the corporation.
Section 2 – President
The Board of Directors, shall select one of the members of the Board of Directors to be President, to serve for a two (2) year term. The President shall be the chief executive of the corporation. He presides at all meetings of the Board of Directors and of the members of the corporation.
Section 3 – Vice President
The Board of Directors shall appoint a member of the Board of Directors to be Vice President. In the event the office of President shall become vacant by death, resignation or otherwise, or in the event of absence of the President, or his inability to discharge the duties of his office, the Vice President shall assume the duties of the President.
Section 4 – Treasurer
The Board of Directors shall appoint a member of the corporation to be Treasurer of the corporation for a period of two (2) years. The candidate may be an elected or appointed Board Director, or a willing member of the general membership. The Treasurer shall have custody and keep account of all money, funds and property of the corporation, unless otherwise determined by the Board of Directors, and shall render such accounts and present such statement to the Directors and the President as may be required by the Board or the President. The Treasurer shall deposit all funds of the corporation which may come into his or her hands in such bank or banks as the Board of Directors may designate. All bank accounts shall be registered in the name of the corporation. All corporation books and accounts shall be available for review by corporation officers, Directors and members at all reasonable times. The Treasurer shall pay out money as the business may require upon the order of properly constituted Officer or Officers of the corporation. The Treasurer shall perform in addition such other duties as may be delegated by the Board of Directors
Section 5 – Secretary
The Board of Directors shall appoint a member of the corporation to be Secretary for a term of two (2) years. The candidate may be an elected or appointed Board Director, or a willing member of the general membership. The Secretary shall keep a record of the names and addresses of all members. The Secretary shall keep all the minutes of meetings of the members and of the Board of Directors, in books provided for that purpose; shall attend to the giving and receiving of all notices of the corporation; shall sign with the President or Vice President in the name of the corporation all contracts and papers as may be required in the transaction of all corporation business; and shall perform such other duties as may be delegated by the Board of Directors.
Section 6 – Election and Term of Office
The officers of the corporation to be elected by the Board of Directors shall be elected for two (2) year terms by the Board of Directors at its first meeting after the annual election of Directors. Each officer shall hold office until the expiration of his or her term of office, or until he or she dies, resigns or is removed, in the manner hereunder provided. All officers may serve successive terms.
Section 7 – Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
Section 8 – Resignation and Vacancies
Any officer may resign his or her office at any time by giving written notice of such resignation to the Secretary. The resignation shall become effective upon the date specified in such notice or, if no date is specified, upon receipt of the notice by the Secretary. Acceptance shall not be necessary to render the resignation effective. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 9 – Salaries
No officers shall receive a salary for serving in such capacity.
The President, with approval of the Board of Directors, may appoint the following Committees for the purpose as indicated, each Committee to include at least one member of the Board of Directors:
To assist the Board of Directors in any legal matters as may be necessary.
To assist the Board of Directors in the area of matters dealing with the Plat of the Lakes and land therein.
To assist the Board of Directors in any matters of social interest to the members of the corporation such as fireworks, social meetings, etc.
To assist the Board of Directors and Treasurer in financial matters such as developing the annual budget. The committee will also conduct an annual audit of the financial records.
To assist the Board of Directors in any matters dealing with the upkeep and improvements of the access roadways and entrances that are part of the plat of Michigan Land and Outing, and not directly under the control of, state, county, or township responsibility.
To assist the Board of Directors in any matters concerning the safety and promotion of safety by all persons engaged in activities upon and around the Emerald and Sylvan lakes.
To assist the Board of Directors in any matters concerning fish, wildlife, and environmental opportunities.
To assist the Board of Directors in any matters concerning lake water quality.
Community Development Committee
To assist the Board of Directors in any matters concerning communications and promotion of good will and co-operation among members and neighbors.
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
Section 1 – Contracts
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contracts, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances but the appointment of any person other than an officer to acknowledge an instrument required by law to be acknowledged should be made by instrument in writing. When the Board of Directors authorizes the execution of a contract or any other instrument in the name of and on behalf of the corporation, without specifying the executing officers, the President, Vice-President, Treasurer, or the Secretary may execute the same.
Section 2 – Loans
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a vote of the members. Such authority may be general or confined to specific instances.
Section 3 – Checks, Drafts, Etc
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4 – Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5 – Voting of Securities Owned by the Corporation
Subject always to the specific directions of the Board of Directors, any shares or other securities issued by any other corporation and owned or controlled by the corporation may be voted at any meeting of security holders of such other corporation by the President of the corporation or by proxy appointed by the President, or, in the absence of the President and the President’s proxy, by the Treasurer of the corporation or by proxy appointed by the Treasurer; or in the absence of the President and Treasurer, by the Secretary of the corporation or by proxy appointed by the Secretary. Such proxy or consent in respect to any shares or other securities issued by any other corporation and owned by the corporation shall be executed in the name of the corporation by the President, Treasurer or Secretary of the corporation without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of the corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by the corporation the same as such shares or other securities might be voted by the corporation.
Section 6 – Contracts Between the Corporation and Related Persons
Any contract or other transaction between the corporation and one or more of its Directors, or between the corporation and any firm or entity of which one or more of the corporation's Directors are directors, officers, partners, shareholders or employees, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the corporation which acts upon, or in reference to, such contract or transaction, and notwithstanding the Director or Directors’ participation in such action, if the fact of such interest is disclosed or known to the Board of Directors and the Board of Directors shall authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted as voting upon the matter or in calculating the majority of such quorum necessary to carry such vote. This section shall not be interpreted to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
Section 1 – Power to Indemnify: Non-Derivative Action
The corporation shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a Director, officer, employee, nondirector volunteer or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 2 – Power to Indemnify: Derivative Action
The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, officer, employee, nondirector volunteer or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 3 – Indemnification of Expenses
To the extent that a Director, officer, employee, nondirector volunteer or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section l or 2, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection therewith.
Section 4 – Authorization of Indemnification
Any indemnification under Section 1 or 2, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, nondirector volunteer or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or 2. Such determination shall be made by one of the following methods:
(a) By the Board or Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding.
(b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of directors who are not parties to the action. The committee shall consist of not less than 2 disinterested directors.
(c) By independent legal counsel in a written opinion.
Section 5 – Payment of Expenses Before Final Disposition
Expenses, including attorneys' fees incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such actions suit or proceeding as authorized in the manner provided in Section 4 upon receipt of an undertaking by or on behalf of the Director, officer, employee, nondirector volunteer or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized herein.
Section 6 – Not Exclusive Right
The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee, nondirector volunteer, or agent, and shall inure to the benefit of the heirs, fiduciaries and devisees of such a person.
Section 7 – Liability Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, nondirector volunteer or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, nondirector volunteer or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such Director, officer, employee, nondirector volunteer or agent and shall inure to the benefit of the heirs, fiduciaries and devisees of such a person, whether or not the corporation would have the power to indemnify him or her against such liability under this By‑Law.
Section 1 – Addition(s) or Deletion(s) of By-Laws
The voting membership at the annual meeting or at a special meeting of the voting members, may amend these By-Laws by majority vote of those members present in person or by proxy at a meeting following notice that specifies the proposed alteration, amendment, or repeal, or the substance thereof.
Section 2 – Financial Expenditure: Board of Directors
The Directors of the corporation shall be authorized to expend without a vote of approval by the voting membership for any one item, not in excess of one thousand ($1,000) dollars per Director over the annual budgeted dollars approved for that item. Any expense that is more than its budgeted dollar amount requires one additional Director signature for each $1,000 such expense exceeds the budgeted amount. For example, if an expenditure is $3,000 more than its budgeted amount, it would require the approval of at least three (3) Directors.
Section 3 – Acquisition of Land and Interest Therein
The Officers of the corporation in compliance to the basic purpose of this corporation, shall cause the corporation to acquire and hold such land as the Board of Directors may authorize within the Michigan Land and Outing Plat in Sections 5 and 6 of the Brooks Township and Everett Township Sections 31 and 32, such lands to be held in corporate name for the use of all persons within the plat unless directed otherwise by a general vote of the voting membership at the annual meeting or a special meeting.