Purpose and Powers
The purposes for which the corporation is formed and the powers which it may exercise are set forth in its Articles of Incorporation.
Section 1. General.
- Each member must be proposed in writing by a voting member, must subscribe to the purposes of this corporation, have good moral character and be age 18 or older.
- An individual shall become a member upon approval by the board as either an equity member or a non-equity member, subject to the terms and conditions of such membership, and the membership shall be effective immediately or upon the occurrence of some future event such as the resignation, death or incapacity of one or more current members. In the event of the death of a member the spouse of the member shall automatically become a member.
- A membership will terminate upon the death of the member unless continued as provided in Article lll, Section 1, or upon the member's resignation, which must be in writing and delivered to the board's secretary or General Manager. A membership will also terminate in the event of the expulsion of the member pursuant to the terms of these by-laws.
- The board may suspend a member or a member of his family for any length of time for conduct or practices contrary to the corporation's best interests; provided, however that a written statement of the reasons for the proposed action against the individual shall be delivered to the member or mailed to the member's last recorded address at least ten days before the directors' vote on the matter. The individual who is the subject of the vote shall have the right to address the board before the vote is taken.
- Memberships are not transferable except as provided in Article lll, Section 1.
Section 2. Equity Members
- order to qualify as an equity member the member must purchase equity in the corporation on such terms as the board shall determine from time to time, including a purchase in installments.
- Equity members shall have the full use of all the facilities and services of the corporation, pursuant to such rules and regulations as the board may establish.
- Equity members shall vote in the election of eight Board members as provided in Article V.
- In the event of the termination of a membership some portion of a member's equity may be refundable as provided in Article X.
Section 3. Non- Equity Members
- Social members and all other members other than equity members, are non – equity members, and shall not own any equity in the corporation.
- The access of social members to the facilities and services of the corporation will include the dining facilities, tennis, and social events, but will be otherwise limited as determined by the board.
- The social members and other non-equity members shall elect one of the nine board members as provided in Article V, but otherwise have no voting rights. This election shall take place every three years starting October 1, 2011.
- The board may establish additional non equity membership classes as it determines appropriate, and prescribe the privileges of each such class.
Section 4. Inactive Status. In its discretion the board may permit members to suspend their membership for up to a year on an inactive basis. During the period of suspended membership the member and the member's family shall have only such rights to use the facilities and services of the corporation, and the obligation to pay an inactive fee, as the board shall determine. Inactive members shall have no right to vote or otherwise participate in corporate
Rights of Family Members
Section 1. Spouses. The spouse of a member shall have the same rights to the use of the facilities and services of the corporation as the member, and the same right to serve on the board and attend meetings. In the event of the death of the member the spouse may continue the membership of the decedent without the need to make application or be approved by the board. However, the spouse may not serve on the board at the same time as the member or vote on a matter on which the member is casting a vote.
Section 2. Children of Members. The dependent children of a member or the member's spouse who are full time students and are under the age of 24 shall have the same rights to use the facilities and services as the member, unless restricted by board policy.
Dues, Fees, Assessments
The board shall annually review and determine membership dues applicable to each class of members. Dues are payable upon becoming a member and thereafter as determined by the board. The board also shall annually review and determine other fees associated with the use of the corporation's facilities. The board may also make periodic special assessments for such purposes, in such amounts, and on such terms as the voting members approve. A member whose account is in arrears for payment of dues, fees, assessments, etc. for a period of 30 days may be suspended or denied the use of the corporation's facilities as determined by the board.
Member Meetings and Voting
Section 1. Times and Places of Meetings. Meetings of the members will be held at such place and at such time as the board determines.
Section 2. Annual Meeting. The annual meeting of the members shall be held each year at a convenient time on the first Wednesday of August at the corporation's facilities with notice to all active equity members.
Section 3. Special Meetings. The board or the President may call a special meeting of members at any time. Notice of the time, place, and purpose of a special meeting must be given by electronic notice or written notice mailed to members and posted in the clubhouse not less than 4 or more than 60 days before the date of the meeting.
Section 4. Waivers by Attendance. A member's attendance at a meeting will result in the waiver of objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
Section 5. Quorum. A minimum of twenty equity members and spouses of absent equity members shall be required for a quorum. If a quorum is present at the beginning of the meeting the requirement for a quorum will continue to be met notwithstanding the withdrawal of enough attendees to leave less than the required number for a quorum.
Section 6. Election of Directors. Annually on August 1st, the board shall cause to be posted prominently until September 1st at the corporation's facilities a notice that nominations for election to the corporation's board of directors may be made by petition submitted to the corporation on or before August 20. The notice shall contain instructions regarding qualifications of a nominee and the manner in which the petition must be signed and delivered. A nominating petition must be signed by at least 20 members entitled to vote for the nominee or by their spouses, but not both on the same candidate petition. The names of all qualified nominees who submit timely petitions shall be included on a ballot mailed to each member no later than September 1. Members wishing to vote to elect directors must return the ballot so that the corporation actually receives the ballot on or before October 1. Each ballot must be signed by the member or by the member's spouse. The ballot may reflect votes for as many nominees as there are vacancies on the board to be filled, but cumulative voting is not permitted. Vacancies shall be filled by the nominees receiving the highest number of votes.
Section 7. Voting Rights. In order to be eligible to vote the member's account must be current and the member must otherwise be in good standing. In connection with the election of directors, equity members shall vote to elect eight directors starting on 10/1/2011. The non-equity classes shall vote in the election of one director every three years. In the absence of the member the spouse may vote.
Section 8. Vote Required. Members shall elect directors by a plurality of votes cast by ballot for the nominees. In the event of a tie the board shall, by secret ballot, determine the final director position. All other actions taken by members' vote shall be authorized by a majority of votes cast. Votes must be cast in person or by mail. Proxies are not allowed.
Section 9. Record Date. The board may fix, in advance, a record date for the purposes of determining members entitled to notice of any meeting or to vote at any meeting. The record date shall not be more than 60 or less than 10 days before the date of the meeting, nor more than 60 days before any other action. If the board does not fix a record date, the record date for purposes of determining members entitled to notice of or to vote at a meeting is the close of business on the day preceding the day notice is given or, if no notice is given, the day next preceding the day of the meeting. The record date for the members' annual election of directors is October 1. If not fixed by the board, the record date for any other purpose is the close of business on the day on which the board adopts the resolution relating to that purpose.
Board of Directors
Section1. Qualification. Each director must be and remain a member in good standing.
Section 2. Term of Office. Each director shall be elected, except as provided in Section 5 of this Article, to a term commencing on the date of the election and ending immediately following the third succeeding members' annual election of directors. No individual may serve more than two consecutive full terms; a partial term does not count against the foregoing limitation.
Section 3. Number and Classification of Directors. There shall be nine (9) directors and on October 1 of each year, three (3) directors shall be elected for a term of three (3) years beginning with the next meeting of the Board of Directors after the October vote. One director shall be elected to represent the non-equity classes every three years beginning with the October 2011 election.
Section 4. Resignation and Removal. A director may resign by written notice delivered to the board's secretary or general manager. The board, by majority vote, may remove a director when the board determines that such removal is in the corporation's best interests.
Section 5. Vacancies. In the event a director's seat becomes vacant before completion of the term, the board shall request applications from the membership, conduct interviews, and select by majority vote of the board, a replacement to fill the remainder of the term. If the resignation is within 90 days of the end of said director(s) term, the board may waive replacement until the next board election.
Section 6. New Directors. The board secretary or general manager shall provide each new director with current copies of the Articles of Incorporation, bylaws, and other pertinent information regarding the organization and operation of the corporation.
Section 7. Powers. The board shall manage the corporation's business and may exercise all the corporation's powers, except those that are reserved to the members.
Section 1. Committees of Directors. The board of directors may appoint one or more committees to consist of one or more directors. A committee of directors may exercise any of the powers and authority of the board of directors, but only to the extent provided in the board of directors' resolution constituting the committee and subject to the limitations of delegable authority specified in Section 528 of the Michigan Nonprofit Corporation Act. The board of directors may designate one or more individuals who are not directors to receive notice of, attend and be heard at a committee meeting.
Section 2. Executive Committee . The board's executive committee shall consist of the corporation's President, Vice President , Secretary and Treasurer and may exercise such powers and have such duties and responsibilities as the board specifies by resolution.
Section 3. Advisory Committees. The board of directors may appoint one or more committees to consist in whole or in part of individuals who are not directors. Any such committee shall serve solely in an advisory capacity to the board of directors and may not exercise any of the powers and authority of the board of directors.
Section 1. General. A meeting of the board shall be held annually at the corporation's principal place of business for the purpose of electing officers and transacting any other business. Other board meetings may be held at such times and places the board specifies. No notice of such meetings to the directors is necessary if the time and place of the meeting is reflected in a prior meeting's minutes distributed to all directors at least 5 days before the forthcoming meeting . A board meeting may be held at a different time and place with the consent of a majority of the directors upon written notice to all directors who did not consent.
Section 2. Special Meetings. The president or any three board members may call a special meeting of the board at any time.
Section 3. Notice of a Meeting. Except as provided in Section 1 above, notice of a meeting stating the time, place, and purposes of a meeting must be given to each director by one of the following methods.
- By mailing a written notice of such meeting to such address as the director designates from time to time or, in the absence of a designation, to the last known address of the director at least 5 days before the meeting.
- By personally delivering a written notice of such meeting to the director at least 2 days in advance of such meeting.
- By transmitting notice of such meeting to the director at least 2 days in advance by electronic mail message to the director's last known electronic mail address or to such other electronic mail address as the director designates from time to time.
Section 4. Waiver of Notice. A director's attendance at a meeting waives notice of the meeting.
Section 5. Quorum. A majority of the directors constitutes a quorum for the transaction of business. The act of a majority of those directors present at any meeting at which there is a quorum is the act of the board, except as prohibited by the bylaws.
Section 6. Voting Rights. Each director present in person, telephone, or electronically at a board meeting is entitled to one vote.
Section 7. Conduct of Meetings. Directors' meetings shall generally follow accepted rules of parliamentary procedure. The presiding official has authority over matters of procedure and may adopt any other form of procedure suited to the business being conducted.
Section 8. Action by Written Consent. Action required or permitted to be taken under authorization voted at a board meeting may be taken without a meeting if, before or after the action, all members of the board then in office consent to the action in writing. The written consents must be filed with the minutes of the board or committee. The consent has the same effect as a vote of the board for all purposes.
Section 9. Electronic Participation in Meeting. A director or member of a committee may participate in a meeting through a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting constitutes presence in person at the meeting.
Section 10. Members' Attendance at Directors' Meetings. All member(s) are permitted to attend board meetings.
Section 1. General. An officer must be a duly elected or appointed director.
Section 2. Appointment. At the first directors' meeting each year following the members' annual election of directors, the board of directors shall appoint a President, Vice President, Secretary, and Treasurer. The same person may hold two or more offices, but an officer may not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation, or these bylaws to be executed, acknowledged, or verified by two or more officers.
Section 3. Term, Removal, and Vacancies. An officer shall hold office until a successor is elected or appointed and qualified, or until the officer's death, resignation, or removal. The board may remove an officer with or without cause. An officer may resign by written notice to the corporation Secretary. The resignation is effective upon its receipt by the corporation or at a later date specified in the notice. The board shall appoint a director to fill a vacancy in the office of President, Vice President, Secretary, or Treasurer.
Section 4. President. The President is the chief executive officer and when present shall preside at all directors' meetings. The President shall sign bonds, mortgages, and other contracts and agreements on the corporation's behalf, except when the board specifies the same to be done by some other officer or agent. The President shall see that all orders and resolutions of the board are carried into effect and performs all other duties necessary or appropriate to the office of President.
Section 5. Vice President. The Vice President shall perform the duties and exercise the authority of the President during the President's absence or disability. The Vice President shall perform other duties that the board shall assign.
Section 6. Secretary. The Secretary shall cause to be recorded and maintained minutes of all meetings of the board, board committees, and members. The Secretary shall cause to be given all notices required by law, these bylaws, or resolution of the board and shall perform other duties that the President assigns or the board prescribes.
Section 7. Treasurer. Except as otherwise prescribed by the board, the Treasurer shall oversee the custody of the corporate funds and securities, cause to be kept in books belonging to the corporation a full and accurate account of all receipts, disbursements, and other financial transactions of the corporation, and deposit of all funds to the credit of the corporation in such depositories as the board designates. The Treasurer shall perform other duties that the President assigns or the board prescribes.
Retirement of Equity
In the event of the death, expulsion or withdrawal of a member (hereafter a "Terminating Member"), the corporation shall initiate a refund of the equity held by the Terminating Member as follows:
- The Terminating Member (except in the case of expulsion), may elect to continue his or her membership as a social member for two years following the termination at no additional cost, and to exercise all rights and privileges of a social membership in said two-year period. If the Terminating member elects this option, all rights associated with equity ownership will cease as of the date of election and only the continuing social membership rights will thereafter apply.
- If the Terminating Member, does not elect to become a social member the Terminating Member shall be placed on a list of former members eligible to have their equity retired with a cash payment. The amount to be paid shall be $200 unless a higher amount is established by the board of directors. The list shall be kept in chronological order reflecting the date of termination of membership and the payout shall occur in the order thus established. The retirement of equity shall occur only out of equity purchases by new members when such purchase occurs during a year in which the total equity membership of the corporation exceeds 300 members. No interest will be paid on the balance and the corporation makes no representation that the membership will ever reach a level where retirement of the equity is assured. In the event of the sale or liquidation of all or substantially all of the corporation assets, the list of former equity holders will, to the extent possible, be paid the lesser of the full retirement payment and the amount anticipated to be payable to each equity member in connection with the sale or liquidation.
- If a Terminating Member elects to have his equity retired, the Terminating Member, except in the case of expulsion, may apply for reinstatement to full equity membership status at any time, and if accepted by the board of directors, be reinstated to full equity status, upon payment of current active dues, without the necessity of any additional equity purchase.
- If the terminating member elects to convert to a social membership with two years of paid social dues, this option of reinstatement shall not apply and to be re-instated, the former equity member will be required to purchase equity on the same terms as would a new member for the year of application.
Section 1. Scope of Indemnity. The corporation shall indemnify its directors and officers against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of the corporation, by reason of the fact that such person was serving as a director or officer, employee, non-director volunteer, or agent of the corporation, to the fullest extent permitted by the Michigan Nonprofit Corporation Act. The corporation may indemnify persons who are not directors or officers to the extent authorized by resolution of the board of directors or by contractual agreement authorized by the board of directors. A change in the Michigan Nonprofit Corporation Act, the Articles of Incorporation, or these bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.
Section 2. Authorization of Indemnification. Unless ordered by a court or otherwise provided by law, the corporation shall indemnify a person only upon determination that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation's members' best interests. Such determination shall be made (1) by majority vote of a quorum of the board consisting of directors who were not parties to the action or suit, (2) if a quorum of disinterested directors is not obtainable, by a majority vote of a committee of directors who were not parties to the action and consisting of not less than two disinterested directors, (3) by independent legal counsel in written opinion, or (4) by the members.
Section 3. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, non-director volunteer, or agent of this corporation or is or was serving at the corporation's request in any other enterprise against any liability incurred in such capacity.
Section 1. Any capital expenditure over $100,000 shall require approval of the equity memberships.
Section 2. Checks. All corporation checks or demand for money and notes shall be signed by such persons as the board designates. All expenditures of $5,000 or more require two signatures.
Section 3. Fiscal Year. The corporation's fiscal year ends December 31.
Section 4. Real Property. Before the corporation can dispose of real property (land), the membership must approve such disposal, unless the disposal is required by law. If real property (land) is sold, the money shall be placed in an interest earning investment account. The principal amount of the sale may not be disposed of in any manner unless approved by the membership. Interest monies earned on investment accounts may be used for budgetary purposes at the discretion of the board.
Section 5. Employment Policies. The corporation's general manager, if one is employed, shall adopt and implement employment policies for the corporation.
Dedication of Assets
Section 1. Use of Funds. The corporation's funds and property shall be used exclusively for the corporation's purposes described in the Articles of Incorporation. No part of the income or assets of the corporation shall inure to the private benefit of any individual, member, or director.
Section 2. Dissolution and Liquidation. If the corporation's purposes fail or if the corporation voluntarily dissolves, after payment of or provision for all liabilities of the corporation, all assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of dissolution, shall be returned, transferred, or conveyed in accordance with such requirements. The entire corporation's remaining assets and accumulated income shall be distributed equally to the equity members of the corporation regardless of tenure. The corporation shall be dissolved after all its property has been so distributed.
These bylaws may be amended by the equity members by majority of votes cast of the equity members.