EARHART VILLAGE HOMES
ASSOCIATION
BY-LAWS
Article I.
Adoption of Condominium By-Laws
The By-Laws of Earhart Village Homes, a condominium
(hereinafter known as the Condominium By-Laws) as attached
to the Amended Consolidated Master Deed and recorded in
Liber 2954, Pages 932 through 944, Washtenaw County
Records, are hereby incorporated by reference and adopted in
their entirety as a part of the By-Laws of this Association.
Article II
Meetings
Section 1. Meetings of the Association shall be held at a
suitable place convenient to the co-owners as may be designated
by the Board of Directors. Voting shall be as provided in
the Condominium By-Laws. Meetings of the Association shall
be conducted in accordance with Roberts Rules of Order when
not otherwise in conflict with the Articles of Incorporation,
Association By-Laws, the Condominium Master Deed or the
law of the State of Michigan.
Section 2. The annual meetings of Association members
shall be held in the month of March each year. At such
meetings, the co-owners shall elect, by ballot, a Board of
Directors in accordance with the requirements of Article III of
these By-Laws. The co-owners may also transact, at annual
meetings, 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 co-owners as directed by resolution of
the Board of Directors, or upon a petition signed by one-third
(1/3) of the co-owners presented to the Secretary of the Association.
Notice of any special meeting shall state the time, the
place and the purpose of such meeting. No business shall be
transacted at a special meeting unless the subject matter has
been stated in the notice.
Section 4. It shall be the duty of the Secretary (or other
Association officer in the Secretary's absence) to notify each
co-owner of each annual or special meeting, stating the purpose,
the time, and the place where it is to be held. The notice
shall be served at least ten (10) days but not more than sixty (60)
days prior to a meeting. The prepaid postage mailing of a notice
to the representative of each co-owner at the address shown in
the notice required to be filed with the Association by Article I,
Section 2(e) of the Condominium By-Laws shall be deemed
notice served. Any member may, by signing a waiver, waive the
notice, and such waiver, when filed in the records of the
Association shall be deemed due notice.
Section 5. If any meeting of co-owners cannot be held
because a quorum is not in attendance. the co-owners who are
present may adjourn the meeting to a time not less than forty-
'eight (48) hours from the time the original meeting was called.
Article III
Board of Directors
Section 1. The affairs of the Association shall be governed
by a Board of Directors, all of whom must be members of the
Association. Directors shall serve without compensation.
Section 2. The Board of Directors shall be composed of
nine (9) persons. Four (4) or five (5) directors shall be elected
at the annual meeting each year for terms of two (2) years each.
Section 3. The Board of Directors shall have the powers
and duties set forth in the Condominium By-Laws.
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 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 5. At any duly called regular or special Association
meeting any one or more of the directors may be removed with
or without cause, by a majority of the co-owners. A successor
may then and there be elected to fill the vacancy thus created.
Any director whose removal has been proposed by the co-owners
shall be given an opportunity to be heard at the meeting.
Section 6. The first meeting of a newly elected Board of
Directors shall be held within thirty (30) days of election at such
place as shall be determined by the Directors at the meeting at
which such directors were elected. No notice shall be necessary
to the newly elected directors in order to legally 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 by a
majority of the directors. At least two (2) such meetings shall be
held during each fiscal year. Notice of regular meetings shall be
given to each director, personally, by mail, fax, and telephone, or
telegraph, at least ten (10) days prior to the date named for the
meeting.
Section 8. 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, fax, telephone, or telegraph.
The 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, on the written request of one director.
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 meetings
of the Board shall be deemed a waiver of notice by him/her of
the time and place. If all the directors are present at any meeting
of the Board, no notice shall be required and any business may
he transacted at such meeting.
Section 10. At all Board of Director's meetings, a majority
shall constitute a quorum for the transaction of business, and
the acts of the majority shall be the acts of the Board of
Directors. If, at any Board of Directors meeting, there be less
than a quorum present, the majority of those present may
adjourn the meeting. At any such adjourned meeting, any
business which might have been transacted at the meeting as
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, shall constitute the presence of such
director for purposes of determining a quorum.
Section 11. The Board of Directors shall require that all
officers and employees handling or responsible for Association
funds, furnish adequate fidelity bonds. The premiums on such
bonds shall be administrative expenses.
Article IV
Officers
Section 1. The principal officers of the Association shall be
a President, who shall be chosen from the Board of Directors,
and a Vice President, a Secretary and a Treasurer. The
directors may appoint an assistant Treasurer, and an assistant
Secretary, and such other officers as may be necessary. Any
two (2) offices except that of President and Vice President may
be held by one (1) person.
Section 2. The Association's officers 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.
a. Election of Officers. The procedure and conditions for
electing the officers are as follows:
(1) Election Schedule-
(a) If, following the annual election of members of the
Board of Directors, all officers in the preceding year
are still members of the Board of Directors, then the
election of new officers will take place at the next
regularly scheduled meeting of the Board of Directors.
(b) If the position of one (1) or more officers is left vacant
as a result of and in connection with the annual
election of members of the Board of Directors. then
the election of new officers (4) shall take place
within 48 hours of the annual election of members
of the Board of Directors.
(2) Order of Election -The President shall be elected first,
the Vice President second, the Treasurer third, and the
Secretary fourth.
(3) Replacement of Officers -All members of the Board of
Directors, including present office holders, will be eligible
for the vacated office.
Section 3. Upon affirmative vote of a majority 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, or at any special meeting of the Board called for such
purpose.
Section 4. The President shall be the chief executive officer
of the Association. He/she shall preside at all Association
meetings and those of the Board of Directors. He/she shall
have all of the general powers and duties which are usually
vested in the office of the Association President. This shall
include, but not be limited to, the power to appoint committees
from among the Association members as he/she may deem
appropriate to assist in the conduct of the Association's affairs.
Section 5. 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. If neither the President nor the
Vice President is able to act, the Board of Directors shall appoint
some other member of the Board to act on an interim basis. The
Vice President shall also perform such other duties as shall be
imposed upon him/her by the Board of Directors.
Section 6. The Secretary shall keep the minutes of all
Board of Directors' meetings and the minutes of all Association
meetings. He/she shall have charge of the books and papers
as the Board of Directors may direct; and shall, in general
perform all duties incident to the office of Secretary.
Section 7. 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/she 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 be designated by the Board of Directors.
Section 8. The officers shall have such other duties,
powers and responsibilities as shall be authorized by the Board
of Directors.
Article V
Finance
Section 1. The finances of the Association shall be handled
in accordance with the Condominium By-Laws.
Section 2. The fiscal year of the Association shall be an
annual period commencing on such date as may be initially
determined by the Directors. 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 Association's funds shall be deposited in
such bank as may be designated by the Directors and shall be
withdrawn only upon the check or order of such officers,
employees or agents as are designated by resolution of the
Board of Directors.
Article VI
Indemnification of Directors, Officers,
Committee Members, Employees, and Agents
Section 1. Every director, officer, committee member,
employee, and agent of the Association shall be indemnified by
the Association against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her
in connection with any proceeding to which he/she may be a
party, or in which he/she may become involved, by reason of
his/her being or having been a director, officer, committee
member, employee, and agent of the Association, whether or
not he/she is a director, officer, committee member, employee,
or agent at the time such expenses are incurred, except in such
cases wherein the director, officer, committee member,
employee, and agent is adjudged guilty of willful misfeasance or
malfeasance, willful and wanton mIsconduct or gross negligence
in the performance of his/her duties; provided, that, in the
event of any claim for reimbursement or indemnification hereunder
based upon a settlement by the director, officer, committee
member, employee, or agent seeking such reimbursement
or indemnification, the indemnification herein shall only apply if
the Board of Directors (with the director seeking reimbursement
abstaining) approves such settlement and reimbursement as
being in the best interests of the Association. The foregoing
right of indemnification shall be in addition to and not exclusive
of all other rights to which such director, officer, committee
member, employee, or agent may be entitled. Ten (10) days
written notice of any proposed action by the Association to
indemnify a director, officer, committee member, employee, or
agent shall be given to all co-owners. Further, the Board of
Directors is authorized to carry directors' and officers' liability
insurance covering acts of the directors, officers, committee
members, employees, or agents of the Association in such
amounts as It shall deem appropriate.
Article VII
Collection of Assessments and Charges
Section 1. Monthly assessments shall be due on the first
day of each month for that month. All other charges for services
rendered by the Association shall be due when billed.
Section 2. The Board of Directors shall establish a procedure
for collection of delinquent assessments and charges, and
shall set a schedule of actions to be taken and a penalty fee for
each action. These penalty fees shall approximate the actual
costs to the Association, so the additional expense incurred in
the collection of delinquent assessments will be borne by the
delinquent co-owners and not by all co-owners. This procedure
shall be reviewed and updated periodically to reflect changing
conditions and expenses.
Section 3. Assessments and charges in default shall bear
an interest rate of not less than seven percent (7%) per annum
in accordance with Article II, Section 4 of the Condominium By-
Laws. The Board of Directors shall be authorized to approve an
interest rate surcharge. The interest rate and interest rate
surcharge combined, applying to delinquent accounts, shall not
exceed the limit set by usury laws of the State of Michigan. The
interest charges shall be compounded monthly on the unpaid
balance of all delinquent accounts.
Article VIII
Violation Procedure
Section 1. The Board of Directors of the Association shall
enforce the Condominium By-Laws in a fair and impartial
manner.
Section 2. Violations of the Condominium By-Laws by any
co-owner, and/or resident of record, shall be brought to the
attention of the Board of Directors in writing signed by the
complainant, except in cases of emergency.
Section 3. The Board of Directors shall direct the management
agent, if any, to send a letter to the co-owner, and/or
resident of record, citing the violation and the remedial action
necessary.
Section 4. If remedial action or compliance has not taken
place within thirty (30) days, or such lesser period of time as
shall be established by the Board of Directors in the rules and
regulations adopted by it, the co-owner, and/or resident of
record, shall be given the opportunity to meet with the Board of
Directors to discuss the reason for non-compliance.
Section 5. This meeting shall take place at the next
regularly scheduled Board of Directors meeting; or at a designated
time set by the Board of Directors or upon written request
of the co-owner and/or resident of record.
Section 6. If the issue has not been resolved, with the
foregoing steps, the Board of Directors shall refer the matter to
its attorney. The management agent shall notify the co-owner,
and/or resident of record, by mail of the action taken by the
Board of Directors.
Section 7. All attorney fees and costs Incurred in enforcing
the Condominium By-Laws will be charged to the co-owner of
the unit involved in the violation.
Section 8. The management agent employed by the
Association shall be empowered to act as agent to enforce and
implement the decision of the Board of Directors. as necessary.
Article IX
Amendments
Section 1. These Earhart Village Homes Association By-
Laws (but not the Condominium By-Laws) may be amended by
the Association at a duly constituted meeting for such purpose,
by affirmative vote of a simply majority.
Section 2. Amendments to these By-Laws may be proposed
by the Board of Directors acting upon the vote of a
majority of the Directors. or by one-third (1/3) or more in number
of the Association members, either by a meeting as members,
or by an instrument in writing and signed by them.
Section 3. Upon any such amendment being proposed, a
meeting for consideration of the same shall be duly called in
accordance with the provisions of Article II of these By-Laws.
Article X
Compliance
Section 1. These By-Laws are set forth to comply with the
requirements of Act No. 162 of the Public Acts of 1982, as
amended, Act No. 59 of the Public Acts of 1978, as amended,
and with the duly recorded Amended Consolidated Master
Deed of the Condominium and attached Exhibits A and B. If any
of these By-Laws conflict with the provisions of the statutes or
with the provisions of the Amended Consolidated Master Deed
or the attached Exhibits, the provisions of the statutes and the
Amended Consolidated Master Deed shall be controlling.
