Keystone Homeowners Association
Bylaws
Keystone Homeowners Association was created as a Domestic Nonprofit Michigan Corporation on or about April 13, 1987 by incorporators Burcham Drive Development Company, a Michigan limited partnership and S.J. Fairmont Builder, Inc., a Michigan corporation. Burcham Drive Development Company is the developer of Keystone Subdivision and S.J. Fairmont Builder, Inc. is involved with the developer relative to preparation for sale of the lots and approval of the design of the homes built or to be built within Keystone Subdivision.
These Bylaws are established as initial bylaws by the present directors of the newly formed Corporate homeowner's association. Association members and new directors of Keystone Homeowners Association are encouraged to review, clarify, expand, or amend these initial Bylaws as they see fit based on then existing circumstances. The purpose of these initial Bylaws is to provide a skeletal frame work for organization and operation of Keystone Homeowners Association, as a nonprofit corporate entity, to efficiently and appropriately govern the affairs of the Keystone Subdivision.
Article I: Adoption of Subdivision Restrictions
Subdivision restrictions/restrictive covenants for Keystone Subdivision, as they exist now and as supplemented or amended, and as recorded with the Ingham County Register of Deeds, are adopted by reference. Appropriate interpretation and enforcement of subdivision restrictions/restrictive covenants is one of the responsibilities of the Keystone Homeowners Association.
Article II: Meetings
Section 1.
Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the lot owners as may be designated by the Board of Directors. Each lot owner shall be entitled to one vote per lot owned in the subdivision, as set forth in the Articles of Incorporation of the Association filed with the State of Michigan on April 13, 1987. Meetings of the Association shall be conducted in accordance with Robert's Rules of Order or some other generally recognized manual of parliamentary procedure. Meetings shall occur and be conducted also in accordance with the Articles of Incorporation, these Bylaws and applicable Michigan Law.
Section 2.
The first annual meeting of lot/homeowners shall occur upon sale of 55 lots in Keystone Subdivision by Developer to third parties and, whether or not 55 lots are sold, shall occur by Dec. 31, 1989. The date, time and place of the first annual meeting of lot owners shall be set by the Board of Directors and at least fifteen (15) days written notice shall be given to each lot owner. Thereafter, the annual meetings of members of the Association shall be held in the month of Sept. of each year at such specific date, time and place as shall be determined by the Board of Directors. At least fifteen (15) days written notice shall be given to each lot owner of annual meetings. At such annual meetings there shall be elected, by appropriate ballot of lot owners, those directors to be elected in accordance with the requirements of these Bylaws, which requirements reflect staggered terms for directors. The lot owners may also transact at such annual meetings such other business of the association as may properly come before them.
Section 3.
It shall be the duty of the President to call a special meeting of the lot owners as directed by resolution of the Board of Directors or upon petition signed by at least one-third of the lot owners and presented to the secretary of the Association. Notice of any such special meeting shall state the time and place and purpose of such meeting. No other business shall be transacted at such special meeting except as reflected in this Notice.
Section 4.
It shall be the duty of the secretary, or other designated Association officer, to serve a Notice of each annual or special meeting, stating the purpose of the meeting as well as the time and place of the meeting, upon each lot owner of record at least fifteen (15) days but not more than sixty (60) days prior to such meeting. Mailing of such Notice by regular mail, postage prepaid to the last known address of such lot owner shall be deemed sufficient Notice. Any member may, by written waiver of notice signed by member, waive such notice, and such waiver, when filed in the records of the Association, shall be deemed due notice.
Section 5.
For purposes of these Bylaws, a quorum is defined as a majority in number of the then existing lot owners. If any meeting of lot owners cannot be held because a quorum is not in attendance, either in person or by proxy, the lot owners may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called and may also attempt to obtain a quorum by appropriate telephone contact subsequently verified with the vote of any such lot owner giving a written statement that he/she cast his/her vote accordingly by telephone as to a specific issue. An appropriate written proxy is specifically permitted by these Bylaws.
Section 6.
The order of business at the annual meeting of the lot owners shall be as follows:
- Roll call
- Reading of notice and proof of mailing
- Report of President
- Report of Secretary
- Report of Treasurer
- Election of those directors being elected
- Transaction of other business reflected in the Notice
- Adjournment
In the absence of any objections, the presiding officer may vary the order of business at his discretion.
Article III: Board of Directors
Section 1.
The affairs of this incorporated association shall be governed by a Board of Directors, all of whom must be members of the association, except for the initial Board of Directors who shall serve until replaced by new directors at the first annual meeting. Initial directors are determined by original incorporators/members/Developer. Directors shall serve without compensation.
As indicated in the Articles of Incorporation, each purchaser of a lot in Keystone Subdivision will automatically acquire membership in the Keystone Homeowners Association. Developer, Burcham Drive Development Company, is and will remain a member so long as there exist unsold lots owned or controlled by Developer in Keystone Subdivision.
With reference to any lot owned jointly, either or any of such joint owners may be elected to the board of directors but both or all in any such joint ownership shall not simultaneously server as directors. For any lot owned by a corporation or partnership, the corporation or partnership may designate an appropriate individual to serve as director, if elected and otherwise qualified according to these Bylaws.
Section 2.
The term of office of all directors elected at and after the first annual meeting, shall be staggered. The initial directors designated/appointed by Developer shall manage the affairs of the Association until successor directors are elected at the first annual meeting.
The board of directors shall be composed of five directors, elected at the first annual meeting. Two of the directors shall be elected for terms of two years and three of the directors shall be elected for terms of one year. After the first board of directors is elected at the first annual meeting, at successive annual meetings, those directors whose terms have expired shall be elected for two year terms. By this process, the staggered terms of directors will be continued.
The intent in creating this section of the Bylaws to utilize an odd number of directors in order to prevent deadlock, and to use staggered terms in order to provide some continuity and still provide increased opportunity for involvement of members in the affairs of the Association. By appropriate amendment of Bylaws the number of directors and the length of their terms may be changed.
Section 3.
The Board of Directors shall have all powers set forth in applicable Michigan statute and shall specifically have the authority and power to enforce subdivision restrictions/deed covenants and any other reasonable and legal rules and regulations established by the Association, shall be responsible and have the authority and power to control, maintain and repair any common lands or facilities within the subdivision, and shall have the responsibility for and power and authority to establish and collect assessments from individual lot owners for the purpose of deferring the cost of the Association's control, maintenance and repair of the common lands and facilities of the subdivision and for all other costs of the activities of the Association; the board of directors shall also be empowered to accomplish other activities desired and properly enacted by the lot owners of Keystone Subdivision to the extent that such activity is not inconsistent with applicable subdivision restrictions, township restrictions or state or federal law.
Section 4.
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 a vote of a 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 director is elected at the next annual meeting of the Association. Prior to the first annual meeting of members, the developer may remove and replace any or all of the directors from time to time at its sole discretion.
Section 5.
At any regular or special meeting of the Association properly called, any one or more of the directors may be removed with or without cause by a majority of the lot owners. A successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the lot owners shall be given an opportunity to be heard at such meeting.
Section 6.
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 whole Board shall be present.
Section 7.
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, and 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 8.
Special meetings of the Board of Directors may be called by the president or two (2) directors on five (5) days notice to each director, given personally, by mail, telephone or telegraph, which notice shall state the time, place and purposes of the meeting.
Section 9.
Before or at any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall be deemed a waiver of notice by him of the time and place thereof. 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.
Section 10.
At all meetings of the Board of Directors, a majority 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 be 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 originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof, shall constitute the presence of such Director for purposes of determining a quorum.
Article IV: Officers
Section 1.
The principal officers of the Association shall be a President, who shall also be a member of the Board of Directors, a Vice-President, a Secretary and a Treasurer. The officers shall be elected by the Directors from directors unless and until members amend these Bylaws accordingly. The directors may appoint other officers as in their judgment may be necessary. At the discretion of the Board of Directors, any two offices, except that of President and Vice-President, may be held by a single person.
Section 2.
Upon affirmative votes of a majority of the members of the Board of Directors, any officer may be removed either with or without cause, and his/her successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose.
Section 3.
The President shall be the chief executive officer 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 the Association, including, but not limited to, the power to appoint committees from among the members of the Association from time to time as he/she may in his/her discretion deem appropriate to assist in the conduct of the affairs of the Association.
Section 4.
The Vice-President shall take the place of the President and perform his/her duties whenever the President shall be absent or unable to act. The Vice-President shall also perform such other duties as shall from time to time be imposed upon him/her by the Board of Directors.
Section 5.
The Secretary shall be responsible for preparing or enabling to be prepared the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association; he/she shall have charge of the corporate seal and of such books, records and papers as the Board of Directors may direct; and he/she shall, in general, be responsible for performance or seeing to the performance of all duties as are appropriate and incident to the office of the Secretary. He/she may delegate all or an appropriate portion of his/her duties, but not ultimate responsibility, to a professional management entity, or other appropriate third party.
Section 6.
The Treasurer shall have the responsibility for the 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/she shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, and in such depositories as may, from time to time, be designated by the Board of Directors. The treasurer may delegate all or an appropriate portion of his/her duties, but not ultimate responsibility, to a professional management entity, or other appropriate third party.
Section 7.
The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.
Article V: Finance
Section 1.
The finances of the Association shall be handled in accordance with these Bylaws, the Articles of Incorporation, and applicable state law.
Section 2.
Unless and until otherwise determined by amendment of these Bylaws, the fiscal year of the Association shall be an annual calendar period commencing on such date as may be initially determined by the Directors and ending December 31. The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause.
Section 3.
The funds of the Association shall be deposited in such bank or other federally licensed financial institution as may be designated by the Directors and shall be withdrawn only upon the check of money order of such officers, employees or agents as are designated by resolution of the Board of Directors from time to time.
Section 4.
Per the Articles of Incorporation for this Association and other provisions of these Bylaws, one responsibility of the Association is the control, maintenance and repair of common lands and facilities of Keystone Subdivision and the enforcement of subdivision restrictions/deed covenants. Also the Association has the authority to establish and collect assessments from individual lot owners in the subdivision for the purpose of defraying the cost of such control, maintenance and repair of the common lands and facilities in the subdivision, administrative costs and other costs necessarily incurred via the activities of the Association.
Funding to perform such duties and responsibilities shall be by assessment on a per lot owned basis. An initial assessment of $100.00 per year per lot owned in the subdivision is established by the initial board of directors, commencing upon the sale of the 27th lot in the subdivision. The initial board of directors and any successor board, is empowered to collect such initial assessment as to each lot sold by Developer to lot Purchasers in the subdivision, until such time as the manner or amount of assessment is changed. Successor directors, established and elected after the first annual meetings of the Association, may modify procedure and assessment amount based on then existing financial and related data. Any such assessment procedure, however, shall be based on an equal sharing of costs and assessed equally against each lot in Keystone Subdivision, as to such lots sold or transferred from Developer to a third party.
The Association, acting through its directors and officers, has the authority not only to maintain an appropriate assessment procedure as above described, but to enforce assessment responsibility against delinquent or defaulting lot owners. Expenses of ownership, maintenance and insurance of common lands and facilities, administrative expenses and other appropriate expenses of the Association shall be included in determining assessment amounts. The Association may also include in assessment amounts and budgeting, a reserve for future contingencies that may entail major repair or replacement of common areas and facilities or anticipated incurrence of major expense. The Association, through its directors and officers shall determine whether such assessments shall be payable on a yearly basis or pro-rated monthly.
The payment of an assessment shall be in default if such assessment, or any part of it, is not paid to the Association in full on or before the due date for such payment. Lot owners in default for 30 days or more shall be charged a one time late fee of $50.00 per year. Each lot owner (whether one or more persons) shall be, and remain, personally liable for the payment of all assessments levied relative to his/her lot. No lot owner may exempt himself/herself from liability for contribution towards expenses of administration by waiver of the use or enjoyment of any of the common areas or facilities or abandonment of his/her lot.
The Association, through its directors and officers, may enforce collection of delinquent assessments, and shall have all powers available under applicable Michigan Law, including imposition of a lien in recordable form on the lot of a delinquent lot owner located in the subdivision. The Association may assess late fees, as above described, and may bring a suit at law for money judgement or foreclosure any lien that secures payment of assessments. Foreclosure of a lien for delinquent assessment shall be analogous to a foreclosure or a mortgage in Michigan, and can occur either by judicial action or be advertisement pursuant to provisions of Michigan law pertaining to foreclosure of mortgages. Expenses incurred by the Association in collecting unpaid assessments, including late fees, interest, costs, actual attorney fees and advances for taxes or other liens paid by the Association to protect its own lien, shall be chargeable to the lot owner in default and may be secured by a lien on the lot of such defaulting lot owner in the subdivision. A low owner in default shall not be entitled to vote at any meeting of the Association so long as such default continues.
Developer, though an Association member, shall not be subject to the same assessment as new third party purchasers. Pending sale by Developer to third parties of 27 lots in Keystone Subdivision, Developer's responsibility for assessments is limited to being responsible for the actual cost of reasonable control, maintenance and repair of common lands and facilities. After sale of the 27th lot, the Association is entirely responsible for such costs as well as administrative expense. Developer is not subject to further costs responsibility or assessment. This provision may not be modified by the Association and is not subject to change by amendment of these Bylaws, unless Developer consents to such modification or amendment.
Section 5.
The initial Board of Directors and Officers of the Association have employed Spartan Maintenance of 1048 Pierpont, Lansing, Michigan, a professional management company, to manage the affairs of the Association pursuant to direction of the Directors and Officers. After the first annual meeting, the Association may, at its option, continue to employ a professional management company to manage the affairs of the Association, the cost of which shall be assessable as above described as an expense of administration.
Article VI: Indemnification of Officers and Directors
Section 1.
Every director and every officer of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be party, or in which he may become involved, by reason of his being or having been a director or officer of the corporation, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that written notice must be given to lot owners indicating the intent or decision of the Board to indemnify a director or officer and such notice must be given tem (10) days prior to payment; provided further, that, in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the director or officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.
Article VII: Amendments
Section 1.
These Bylaws have been developed as initial Bylaws. The Association, at or after its first annual meeting, is encouraged to review and clarify, expand, amend or otherwise change these Bylaws in any manner they deem appropriate to current circumstances. Procedure for amendment is set forth in subsequent sections of this Article.
Section 2.
After the first annual meeting, and except for Developer's assessment, these Bylaws may be amended by a simple majority vote of lot owners in person or by proxy at a duly constituted meeting called for such purpose, or at an annual meeting.
Additionally, certain of these Bylaws may be amended by a three-fifths (3/5) vote of the Board of Directors. The Amendment power of the Board of Directors is limited, however, to procedural and implementation matters and the Board of Directors is prohibited from amending these Bylaws in such a way that the voting rights or other substantive rights and obligations of lot owners relative to use and enjoyment of the common areas and facilities would be involved. Any change of Bylaws that would change the voting rights or other substantive rights and obligations of lot owners regarding common areas and facilities can only occur by an affirmative vote of a simple majority of lot owners.
Section 3.
Amendments to these Bylaws may be proposed either by the Board of Directors acting upon the vote of a majority of the Directors or may be proposed by one-third (1/3) or more in number of members of the Association, whether meeting as members or by some written instrument signed by one-third (1/3) or more in number of the members of the Association.
Section 4.
Upon any such amendment being proposed for a vote by members, a meeting for consideration for such amendment shall be duly called in accordance with other provisions of these Bylaws.
Section 5.
An amendment to these Bylaws shall become effective upon adoption of it in accordance with this Article of the Bylaws.
Section 6.
A copy of each amendment to these Bylaws shall be furnished to every member of the Association after adoption, and shall also be furnished to any professional management company employed by the Association and to any attorney employed by the Association.
Article VIII: Compliance
Section 1.
These Bylaws were prepared as initial Bylaws, for the reason and purposes described in other sections. These Bylaws were established and designed to be in full compliance with the Michigan Corporate Code and the Articles of Incorporation of this Association. In case any of these Bylaws, or future Bylaws, conflict with the provisions of operative Michigan Statute or with the provisions of the Articles of Incorporation of the Association, the provisions of the applicable statute and Articles of Incorporation shall be controlling.
Amendments
Amendment 2.
(adopted October 25, 1995)To Article II. Section 3.
For purposes of these Bylaws, a quorum is defined as one third in number of the then existing lot owners.Replaces the original sentence reading:
For purposes of these Bylaws, a quorum is defined as a majority in number of the then existing lot owners.
P.O. Box 522
Okemos, MI 48805
© 2011 Keystone Homeowners Association, Okemos MI
