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Normandy Forest Homeowners Association – Declaration of Restrictions (Amended September 2023)
The following restrictions have been listed for homeowners to reference when making decisions regarding structures or additions to their property. Any exemptions for a homeowner to any restriction must be submitted in writing, and following a review of the request for exception, the exemption must be accepted and authorized by 2/3rd of the Board members then in office.
1. Dogs and Cats - No more than one dog or one cat shall be maintained by the homeowner without specific approval of the Board. Exemptions may be requested, but larger and / or vicious breed animals are subjected to greater scrutiny, Pit Bulls are specifically restricted at any number within the subdivision.
1a. This section has been amended to allow for two smaller breed dogs and two cats. Homeowners with multiple small dogs are required to install either electrical or prior approved fencing as indicated in the restrictions. (Amended September 2014)
2. Fences - Fences that are approved are the iron/aluminum rod style fence prevalent in the in the subdivision at this time. Absolutely no chain link or wooden style fences are allowed. This is the same fencing that is required by Clinton Township for use with swimming pools. Fences within the Tanglewood Circle Park are restricted entirely unless a swimming pool is installed, due to the aesthetic design of the Circle Park. Privacy fences are also not allowed in the subdivision unless specifically located on a street where the back of the property faces an adjoining subdivision. Homes along the entrance way and parks are also strictly forbidden as they again take away from the aesthetics of the subdivision. The Board requires all fence projects to be reviewed prior to installation, and any non-compliance will be aggressively fought legally.
3. Swimming Pools – Only in-ground swimming pools are allowed within the subdivision. Above-ground, inflatable or other forms of permanent or temporary swimming pool structures are not allowed under any circumstance. All applicable fencing requirements as outlined above and by the Township of Clinton must be adhered to at all times. Proper property line integrity is required and no infringement on common park areas is allowed in any way. The Board requires all swimming pool projects to be reviewed prior to installation, and any non-compliance will be aggressively fought legally.
4. Sheds – By default, all sheds must be immediately adjacent to a homeowner’s property and no more than one-foot from the housing structure. In the event a homeowner is considering seeking an exemption, consideration will only be granted for residences outside of Tanglewood Circle. Absolutely no sheds can be constructed for Tanglewood Circle residences outside of the current restrictions due to the aesthetic design of the Circle Park, unless a homeowner can demonstrate that the shed would not be visible to other homeowners backing up to the property. i.e. concealed completely via landscaping that has been preapproved in the exemption request by the Board.
5. Playscapes/Playlands/Playsets – While there is no specific restriction on the style and type of playscape homeowners must install, homeowners are required to stay within their own property lines, and in no way can the playscape infringe on any common park area within the subdivision. (Amended November 2011)
6. Roofing – To maintain the aesthetics and conformed “common-look” to the subdivision, only asphalt roofing, or metal roofing that resembles asphalt roofing is allowed. The Board requires all metal roof projects to be reviewed prior to installation, and any non-compliance will be aggressively fought legally. (Amended September 2014)
7. Commercial Vehicles – Commercial vehicles larger than a tradition “van” are not allowed to be parked on the streets or in driveways of the subdivision. Box trucks are specifically prohibited. (Amended September 2023)
8. Non-Running Vehicles – Non-running vehicles and/or vehicles not currently registered with the State of Michigan are not allowed in the streets or driveways within the subdivision. Vehicles on blocks, set in place with tire stops of any material, or “junked” vehicles are an example of such vehicles. (Amended September 2023)
9. Overgrown/Un-kept Yards – Properties that have noxious weeds, large patches of dead or dying grass, and un-cut grass exceeding 2” inches are prohibited. (Amended September 2023)
10. Trailers and Recreation Vehicles – Trailers and/trailers with recreation vehicles of any kind on them, lawn equipment trailers, business trailers, campers and RVs are only allowed in the street or driveway for up to a four-day time period. Homeowners may park these items in their driveways or on the street whereby they are working on items, preparing them for use and preparing them for storage thereafter. (Amended September 2023)
Normandy Forest Homeowners Association – Declaration of Restrictions (Amended September 2023)
The following restrictions have been listed for homeowners to reference when making decisions regarding structures or additions to their property. Any exemptions for a homeowner to any restriction must be submitted in writing, and following a review of the request for exception, the exemption must be accepted and authorized by 2/3rd of the Board members then in office.
1. Dogs and Cats - No more than one dog or one cat shall be maintained by the homeowner without specific approval of the Board. Exemptions may be requested, but larger and / or vicious breed animals are subjected to greater scrutiny, Pit Bulls are specifically restricted at any number within the subdivision.
1a. This section has been amended to allow for two smaller breed dogs and two cats. Homeowners with multiple small dogs are required to install either electrical or prior approved fencing as indicated in the restrictions. (Amended September 2014)
2. Fences - Fences that are approved are the iron/aluminum rod style fence prevalent in the in the subdivision at this time. Absolutely no chain link or wooden style fences are allowed. This is the same fencing that is required by Clinton Township for use with swimming pools. Fences within the Tanglewood Circle Park are restricted entirely unless a swimming pool is installed, due to the aesthetic design of the Circle Park. Privacy fences are also not allowed in the subdivision unless specifically located on a street where the back of the property faces an adjoining subdivision. Homes along the entrance way and parks are also strictly forbidden as they again take away from the aesthetics of the subdivision. The Board requires all fence projects to be reviewed prior to installation, and any non-compliance will be aggressively fought legally.
3. Swimming Pools – Only in-ground swimming pools are allowed within the subdivision. Above-ground, inflatable or other forms of permanent or temporary swimming pool structures are not allowed under any circumstance. All applicable fencing requirements as outlined above and by the Township of Clinton must be adhered to at all times. Proper property line integrity is required and no infringement on common park areas is allowed in any way. The Board requires all swimming pool projects to be reviewed prior to installation, and any non-compliance will be aggressively fought legally.
4. Sheds – By default, all sheds must be immediately adjacent to a homeowner’s property and no more than one-foot from the housing structure. In the event a homeowner is considering seeking an exemption, consideration will only be granted for residences outside of Tanglewood Circle. Absolutely no sheds can be constructed for Tanglewood Circle residences outside of the current restrictions due to the aesthetic design of the Circle Park, unless a homeowner can demonstrate that the shed would not be visible to other homeowners backing up to the property. i.e. concealed completely via landscaping that has been preapproved in the exemption request by the Board.
5. Playscapes/Playlands/Playsets – While there is no specific restriction on the style and type of playscape homeowners must install, homeowners are required to stay within their own property lines, and in no way can the playscape infringe on any common park area within the subdivision. (Amended November 2011)
6. Roofing – To maintain the aesthetics and conformed “common-look” to the subdivision, only asphalt roofing, or metal roofing that resembles asphalt roofing is allowed. The Board requires all metal roof projects to be reviewed prior to installation, and any non-compliance will be aggressively fought legally. (Amended September 2014)
7. Commercial Vehicles – Commercial vehicles larger than a tradition “van” are not allowed to be parked on the streets or in driveways of the subdivision. Box trucks are specifically prohibited. (Amended September 2023)
8. Non-Running Vehicles – Non-running vehicles and/or vehicles not currently registered with the State of Michigan are not allowed in the streets or driveways within the subdivision. Vehicles on blocks, set in place with tire stops of any material, or “junked” vehicles are an example of such vehicles. (Amended September 2023)
9. Overgrown/Un-kept Yards – Properties that have noxious weeds, large patches of dead or dying grass, and un-cut grass exceeding 2” inches are prohibited. (Amended September 2023)
10. Trailers and Recreation Vehicles – Trailers and/trailers with recreation vehicles of any kind on them, lawn equipment trailers, business trailers, campers and RVs are only allowed in the street or driveway for up to a four-day time period. Homeowners may park these items in their driveways or on the street whereby they are working on items, preparing them for use and preparing them for storage thereafter. (Amended September 2023)
BYLAWS OF
NORMANDY FOREST HOME ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the Corporation is NORMANDY FOREST HOME ASSOCIATION (hereinafter referred to as the "Association"). The initial principle office of the Corporation shall be located at 41400 Dequindre; Suite 105, Sterling Heist MI 413314, but meetings of members and directors may be held at such places within the State of Michigan, as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
As used in these By-Laws, the following terms shall have the following meanings:
1. "Association" shall mean and refer to the Normandy Forest Home Association, a Michigan nonprofit corporation, its successors and assigns.
2. "Property" shall mean and refer to certain real property situated in Clinton Township, Macomb County, Michigan, which is more particularly described as Lots 1 through 87 inclusive of Normandy Forest Subdivision, according to the Plat thereof as recorded in Liber______ of Plats, Pages _____ through ______ inclusive, Macomb County Records.
3. 'Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners described as follows:
The private park designated as Tanglewood Park; the private park designated as Forest Park; the private park designated as Woodview Park; any monuments, signage and easements connected herewith; any other real property acquired by the Association; and any property described as Common Areas or Private Parks on the plat of any subdivision which is hereafter annexed to the Property and for which the Association shall be responsible.
4. “Lots" shall mean and refer to Lots 1 through 87 inclusive of Normandy Forest Subdivision and such additional lots as may hereafter be brought within the jurisdiction of the Association.
5. 'Owner" shall mean and refer to the recorded owner (whether one or more persons or entities) of the fee simply title to any Lot which is part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
6. "Declarant" shall mean and refer to Resco, Inc., a Michigan corporation, its successors and assigns if such successors and assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.
7. "Declaration" shall mean and refer to the Declaration of Restrictions applicable to the Property as recorded in Liber ____________Pages _____________through inclusive, Macomb County Records, and as amended in Libel____________ Pages _____________ through inclusive, Macomb County Records, as amended.
8. "Member" shall mean and refer to those persons entitled to membership in the Association according to the Declaration, Articles of Incorporation and these By-Laws.
9. "Director” shall mean Volunteer Director as defined in Section 110 of the Michigan Nonprofit Corporation Act (currently, MCLA 450.2110).
10. "Grantor" shall mean and refer to Resco, Inc., a Michigan corporation.
ARTICLE III
CORPORATE PURPOSE
The Association is organized for the purpose of acquiring title to, owning, managing, operating, improving and maintaining the Common Area for the benefit of the Members and Property, and to protect and promote the general health, safety and welfare of the Members, as set forth herein and in the Declaration and the Articles of incorporation of the Association.
ARTICLE lV
PROPERTY RIGHTS IN COMMON AREAS
1. Members Easement of Enjoyment. Subject to the terms and conditions of the Declaration and these By-Laws, every member shall have a right and easement of enjoyment in and to the Common Areas, which easement or enjoyment shall be appurtenant to and shall pass and run with the title to any Lot whether or not specifically set forth in the instrument of conveyance.
2. Extent of Members Easements. The rights and easements of enjoyment of the Members in and to the Common Areas are, and shall het subject to the following;
a) the rules and regulations of the Association;
b) the right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common areas;
c) the right of the Association to suspend the voting and enjoyment rights of any Member for any period during which any assessment against such Member’s Lot remains delinquent and unpaid, and for a period, not-to-exceed sixty (60) days, for any infraction by such Member of the published rules and regulations of the Association;
d) the right of the Declarant and/or Association to grant additional easements affecting the Common Areas to government agencies, and others, for utilities of any kind serving the property or any part thereof;
e) the right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency or authority for such purposes, and subject to such conditions as may have been agreed upon by the Members; provided that no such dedication or transfer, or determination as to the conditions thereof, shall be effective unless all instrument signed by two-thirds (2/3) of the Members shall have been recorded, consenting to such dedication or transfer, and as to the conditions thereof; and, provided further, that no such dedication or transfer, or determination as to the conditions thereof, shall be effective unless the prior consent thereto of the Township, acting by and through its Board of Trustees, shall have lust been obtained; and
f) the right of the Association to levy assessments upon the Lots, as set forth in Article XVII hereof:
3. Delegation Of Use. Any Owner may delegate his right of enjoyment in and to the Common Areas to the Members of his family and/or his occupants and permittees.
4. Additional Easements. Declarant reserves the right to grant additional easements affecting the Common Areas to government agencies, and others, for utilities of any kind serving the Property, or any part thereof, without the consent of the Association or any Member.
ARTICLE V
MEETING OF MEMBERS
1. Annual Meetings. The first annual meeting of the Members shall be held as soon as reasonably possible after the date that thirty rive percent (35%) of the Lots in the Subdivision have been sold to Owners other than the Grantor; and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.
2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of one-tenth (1/10) of the Association Members who are entitled to vote.
3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least seven (7) days before such meeting to each Member entitled to vote there at, addressed to the Member’s address last appearing on the books of the Association, or supplied by such Member to the Member to the Association for the purpose of notice. Each Member shall register his address with the Secretary and Notices of Meetings shall be mailed to such address. Such Notice shall specify the place, day and hour of the meeting, and in the case of a Special Meeting, the purpose of the meeting. If the business of any meeting shall involve any change in the basis or maximum amount of assessments set forth in Article V of the Declaration to which the Property is subject or any special assessments therein authorized, notice of such meeting shall be given or sent as therein provided.
4. Quorum. The presence at the meeting of one-fifth (1/5) of the Association’s Members entitled to vote shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws.
a) If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote there at shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.
ARTICLE VI
DIRECTORS
1. Number. The affairs of this Association shall be managed by a Board of Directors (hereinafter "Board") who need not be Members of the Association. Prior to the first annual meeting of the Members of the Association, the Grantor shall hold office. After the first annual meeting, the Board shall number no fewer than five (5) and no more than ten (10) Directors.
2. Term of Office. At first annual meeting the Members shall elect five (5) Directors for a term of one (1) year, and up to five (5) Directors for a term of two (2) years, and at annual meetings thereafter, the Members shall elect up to five (5) Directors for a term of three (3) years.
3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. Any director may be removed with cause by a majority vote of the directors then in office. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his or her predecessor.
4. Vacancies. Vacancies in the Board shall be filled by the majority of the remaining Directors though less than a quorum, any such appointed Director shall hold office until his successor is elected by the Members, who may make election at the next annual meeting of the Members or at any special meeting duly called for that purpose.
5. Compensation. No Director shall receive compensation for any service rendered to the Association. However, any Director may be reimbursed for the actual expenses incurred in the performance of his or her duties.
5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written consent of all of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors provided such consents are filed with the Secretary of the corporation.
ARTICLE VIII
NOMINATION AND ELECTION OF DIRECTORS
1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or nonmembers.
2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, one (1) vote per Lot owned. The persons receiving the largest number of voles shall be elected. Cumulative voting shall not be permitted.
ARTICLE VIII
DIRECTOR'S MEETINGS
1. Regular Meetings. Regular meetings of the Board of Directors shall be held annually without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President or any officer of the Association, or by any two Directors, after not less than three (3) days’ notice to each Director.
3. Action without Meeting. Any action required or permitted to be taken at an annual or special meeting of the Directors of the Association may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all Directors entitled to vote thereon were present and voting. Such written consent shall be filed with the Secretary of the Association. Prompt notice of the taking of a corporate action without a meeting, by less than unanimous written consent, shall be given to all directors and Members who have not consented thereto in writing.
4. Participation by Conference Telephone. A director may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment by which all persons participating may hear each other if all participants are advised of the communications equipment and the names of all participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
5. Quorum. A majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE IX
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
1. Powers. The Board of Directors shall have power to:
a) Promulgate, adopt and publish rules and regulations governing the use of the Common Areas and facilities, and the personal conduct of the Members and their guests thereon, and to establish reasonable penalties for the infraction thereof.
b) Suspend the voting rights and right to use of the Common Areas and recreational facilities, as they may exist, of a member during any period in which such member shall be in default in the payment of any assessment levied by the association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of the published rules and regulations.
c) Exercise for the Association all powers, duties and authority vested in our delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration;
d) Declare the office of a member of the board of Directors to be vacant in the event such member shall lie absent from three consecutive regular meetings of the Board of Directors;
e) Elect, appoint and/or employ a manager, independent contractor(s), professional contractors(s) for maintenance, or such other employee(s) as they may deem necessary or appropriate, and to prescribe their duties, to fix their compensation and indemnify corporate officers, directors, agents and employees; and
f) Purchase, receive, take by grant, gift, devise, bequest or otherwise acquire, own, hold improve, employ, and use real or personal property or an interest therein for the benefit of the Members and the Association;
g) Purchase equipment for the benefit of, and make improvements in and upon, the Common Area;
h) Make contracts and incur liabilities when such activities are determined to be in the best interests of the Association and the Members; and
i) Engage in activities to promote the general health, safety and welfare of the Members; and
j) Exercise all powers necessary or convenient to affect any purpose for which the Association is formed.
k) It shall be the duty of the Board of Directors, commencing as of the date of incorporation of the Association, to:
I) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or any special meeting when such statement is requested in writing by one-tenth (1/10) of the Members who are entitled to vote;
m) Supervise all officers, agents and employees of this Association, and see that their duties are properly performed;
n) As more fully provide in the Declaration, to:
o) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; and
p) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
q) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or thereof to bring an action at law against the Owner personally obligated to pay the same.
r) Issue, or cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether or not any assessment has been paid and the amount(s) thereof. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
s) Procure and maintain adequate liability and hazard insurance on property owned by the Association;
t) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate,
u) To exercise for the Association all powers, duties and authority vested in or delegated to the Association.
ARTICLE X
OFFICERS AND THEIR DUTIES
1. Enumeration of Offices. The officers of the Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.
2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each Annual Meeting of the members and shall be by majority vote of the Directors.
3. Term. The officers of this Association shall he elected annually by the Board and each shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time, determine.
5. Resignation and Removal. Any officers may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6. Vacancies. A vacancy in any office may be filled by appointment of a majority vote of the Directors then in office. The offices appointed to such vacancy shall serve for the remainder of the term of the officer replaced.
7. Officers Holding More than One Office. An individual may hold one or more positions simultaneously as an officer of the Association, except that the same individual may not hold the offices of the President and Vice President simultaneously.
8. Duties. The duties of the officers commencing as of the first annual meeting of the Association shall be:
a.) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, deeds, mortgages and other written instruments and may sign all checks and promissory notes.
b) Vice President. The Vice President shall act in place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by him by the Board.
c) Secretary. The Secretary shall record the votes and keep the Minutes of all Meetings and proceedings of the Board and of the members; maintain all books and records of the Association; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members as required by these By-Laws, the Articles of Incorporation and/or the Michigan Non-Profit Corporation Act, as amended; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided however, that a resolution of the Board of Directors shall not be necessary for disbursement made in the ordinary course of business activity conducted within the limits of a budget adopted by the Board; may sign all checks and promissory notes of the Association, keep proper books of account; and shall prepare an annual budget and a statement at its regular annual meeting and deliver a copy of each to the Members.
ARTICLE XI
COMMITTEES
The Association shall appoint a Nominating committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint such other committees as are deemed appropriate in carrying out its purpose. The Board of Directors may delegate such duties and authority to such committee(s) as is not inconsistent with and/or prohibited by the Michigan Non-Profit Corporation Act, as amended.
ARTICLE XII
ELIMINATION AND ASSUMPTION OF CERTAIN LIABILITY OF DIRECTORS OF 501(c)(3) CORPORATION
1. A Director of the Association shall not be personally liable to the Association or its Members for monetary damages for breach of the Director's fiduciary duty, except for liability;
a) For any breach of the Directors duty of loyalty to the Association or its shareholders or members;
b) For acts or omissions not in good faith or that involves intentional misconduct or knowing violation of law;
c) For a violation of Section 551(1) of Michigan Nonprofit Corporation Act;
d) For any transaction from which the Director derived an improper personal benefit;
e) For any acts or omissions occurring before the date this Article is filed by the Michigan Department of Commerce; and
f) For any acts or omissions that are grossly negligent.
2. The Association hereby assumes all liability to any person other than the Association or its Members for all acts or omissions of a Director occurring on or after the date this Article is filed by the Michigan Department of Commerce, incurred in the good faith performance of the Director's duties as a Director; provided, however, that the Association shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the Association as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation (the “Code").
3. If the Michigan Nonprofit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of Directors of nonprofit corporations, then the liability of a Director of the Association (in addition to the limitation, elimination and assumption of personal liability contained in this Article) shall be assumed by the Association or eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as so amended, except to the extent such limitation, elimination and assumption of liability is inconsistent with the status of the Corporation as an organization described in Section 501(c)(3) of the Code.
4. No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any Director of the Association for or with respect to any acts or omissions of such Director occurring prior to the effective date or any such amendment or repeal.
ARTICLE XIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Provided such indemnification does not violate the status of the Association as an organization described in Section 501 (c)(3) of the Internal Revenue Code of I986, or comparable provisions of subsequent legislation, each person who is or was an officer of the Association or a member of the Board of Directors, and each person who serves or has served at the request of the Association as an officer, trustee, employee, agent or committee member of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Association to the fullest extent permitted by the corporation laws of the state of Michigan as they may be in effect from time to time. The Association may purchase and maintain insurance on behalf of any such person in any such capacity or arising out of his or her status as such, whether or not the Association would have power to indemnify him or her against such liability under the laws of the State of Michigan. This right of indemnification shall continue as to a person who ceases to be a Director or officer, and shall inure to the benefit of the heirs, executors, and administrators of that person.
ARTICLE XIV
CONTRACTS OR TRANSACTIONS WITH ANOTHER CORPORATIONWITH COMMON DIRECTORSHIP, OFFICERSHIP OR INTEREST
A contract or other transaction between the Association and one (1) or more of its Directors or officers, or between the Association and a business entity in which one (1) or more of its directors or officers are or directors of the Association, or are otherwise interested, shall not be void or voidable solely because of such common directorship, officership or interest, or solely because such directors are present at the meeting of the board or committee thereof which authorizes or approves the contract or transaction, or solely because their votes are counted for such purpose, if any or the following conditions is satisfied;
a) The contract or other transaction is fair and reasonable to the Association when it is authorized, approved or ratified.
b) The material facts as to the director's officer's relationship or interest and as to the contract or transaction are disclosed or known to the Board and the Board authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of any common or interested director.
ARTICLE XV
BOOKS AND RECORDS
The books records and papers of the Association shall at all times during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of incorporation and the Bylaws of the Association, shall be available for inspection by any member at the principle office of the Association, where copies may be purchased at reasonable cost. Upon the written request of any member, the Association shall mail to such member its balance sheet as at the end of the preceding fiscal year, its statement of income for such fiscal year, and, if prepared, its statement of source and application of funds for such fiscal year.
ARTICLE XVI
PROXIES
ARTICLE XVII
ASSESSMENTS
2. Functions of The Association. The principal functions of the Association are (i) the enforcement of the provisions of this Declaration; (ii) the collection and disbursement of assessments; (iii) the establishment of reasonable rules and regulations for the use of the Common Areas; (iv) the maintenance of the Common Areas, including, without limitation, the operation, maintenance, repair and replacement of the Off-Site Drainage Facilities; (v) the improvement or the Common Areas; and (vi) the promotion of the interests or the Owners. As used in this Declaration, the term "maintenance of the Common Areas" shall be deemed to include, without limitation, the following:
a) maintenance of the established grades within the Common Areas;
b) improvement of the landscaping within the Common Areas, including, without limitation, the installation of sod, and the planting of trees, flowers, shrubs and other plant materials;
c) maintenance of the landscaping within the Common Areas, including, without limitation, the cutting or grass, weeds and
d) lines leading into or out of the storm water sedimentation basin;
e) maintenance of the landscaping and slopes in and around the storm water sedimentation basin;
f) payment of all real estate taxes and special assessments upon the Common Areas imposed or levied by any appropriate governmental authority; and
g) each and every other act necessary to protect and preserve the Common areas for their intended purposes, including, but not limited to, the proper functioning of the Off-Site Storm Drainage Facilities at all times.
3. Annual Assessments. The basis of the annual assessments, and the maximum amounts thereof, shall be as follows:
a) The initial assessment for the fiscal year 1998-99 shall not exceed One Hundred Fifty ($150.00) Dollars per year per lot.
b) The 0ne Hundred Fifty ($150.00) Dollars assessment limitation set forth above shall be subject to upward adjustments by the Association of no more than 10% per year commencing July 1, 1999 and continuing for each year thereafter, unless a greater increase is approved by the vote of a majority of the lots then entitled to vote.
4. Special Assessments. In addition to the aforesaid annual assessment, the Association may levy against each Owner, in any assessment year, a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any improvement upon the Common Areas, provided that any such special assessment shall have the assent of two-thirds (2/3) of the Members entitled to vote in person, or by proxy, at any meeting duly called for that purpose, and provided, further, that the Association shall levy a special assessment, if required, pursuant to Article VII of this Declaration, under the conditions therein described, in which event, no vote of Owners shall be required.
ARTICLE XVIII
CORPORATE SEAL
The Association may have a seal in circular form having written in its circumference the words: NORMANDY FOREST HOME ASSOCIATION.
ARTICLE XIX
AMENDMENTS
1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of the members of the Association in good standing.
2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws; the Declaration shall control.
ARTICLE XX
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the thirty-first day of December, every year, except that the first fiscal year shall begin on the date of incorporation.
In Witness Whereof, I, the undersigned, do herby certify that I am the duly acting President of the NORMANDY FOREST HOME ASSOCIATION, having hereunto set my hand this _______ day of ________ 1998.
NORMANDY FOREST HOME ASSOCIATION
A Michigan Non-Profit Corporation
Salvatore Cottone, President
NORMANDY FOREST HOME ASSOCIATION
ARTICLE I
NAME AND LOCATION
The name of the Corporation is NORMANDY FOREST HOME ASSOCIATION (hereinafter referred to as the "Association"). The initial principle office of the Corporation shall be located at 41400 Dequindre; Suite 105, Sterling Heist MI 413314, but meetings of members and directors may be held at such places within the State of Michigan, as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
As used in these By-Laws, the following terms shall have the following meanings:
1. "Association" shall mean and refer to the Normandy Forest Home Association, a Michigan nonprofit corporation, its successors and assigns.
2. "Property" shall mean and refer to certain real property situated in Clinton Township, Macomb County, Michigan, which is more particularly described as Lots 1 through 87 inclusive of Normandy Forest Subdivision, according to the Plat thereof as recorded in Liber______ of Plats, Pages _____ through ______ inclusive, Macomb County Records.
3. 'Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners described as follows:
The private park designated as Tanglewood Park; the private park designated as Forest Park; the private park designated as Woodview Park; any monuments, signage and easements connected herewith; any other real property acquired by the Association; and any property described as Common Areas or Private Parks on the plat of any subdivision which is hereafter annexed to the Property and for which the Association shall be responsible.
4. “Lots" shall mean and refer to Lots 1 through 87 inclusive of Normandy Forest Subdivision and such additional lots as may hereafter be brought within the jurisdiction of the Association.
5. 'Owner" shall mean and refer to the recorded owner (whether one or more persons or entities) of the fee simply title to any Lot which is part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
6. "Declarant" shall mean and refer to Resco, Inc., a Michigan corporation, its successors and assigns if such successors and assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.
7. "Declaration" shall mean and refer to the Declaration of Restrictions applicable to the Property as recorded in Liber ____________Pages _____________through inclusive, Macomb County Records, and as amended in Libel____________ Pages _____________ through inclusive, Macomb County Records, as amended.
8. "Member" shall mean and refer to those persons entitled to membership in the Association according to the Declaration, Articles of Incorporation and these By-Laws.
9. "Director” shall mean Volunteer Director as defined in Section 110 of the Michigan Nonprofit Corporation Act (currently, MCLA 450.2110).
10. "Grantor" shall mean and refer to Resco, Inc., a Michigan corporation.
ARTICLE III
CORPORATE PURPOSE
The Association is organized for the purpose of acquiring title to, owning, managing, operating, improving and maintaining the Common Area for the benefit of the Members and Property, and to protect and promote the general health, safety and welfare of the Members, as set forth herein and in the Declaration and the Articles of incorporation of the Association.
ARTICLE lV
PROPERTY RIGHTS IN COMMON AREAS
1. Members Easement of Enjoyment. Subject to the terms and conditions of the Declaration and these By-Laws, every member shall have a right and easement of enjoyment in and to the Common Areas, which easement or enjoyment shall be appurtenant to and shall pass and run with the title to any Lot whether or not specifically set forth in the instrument of conveyance.
2. Extent of Members Easements. The rights and easements of enjoyment of the Members in and to the Common Areas are, and shall het subject to the following;
a) the rules and regulations of the Association;
b) the right of the Association to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common areas;
c) the right of the Association to suspend the voting and enjoyment rights of any Member for any period during which any assessment against such Member’s Lot remains delinquent and unpaid, and for a period, not-to-exceed sixty (60) days, for any infraction by such Member of the published rules and regulations of the Association;
d) the right of the Declarant and/or Association to grant additional easements affecting the Common Areas to government agencies, and others, for utilities of any kind serving the property or any part thereof;
e) the right of the Association to dedicate or transfer all or any part of the Common Areas to any public agency or authority for such purposes, and subject to such conditions as may have been agreed upon by the Members; provided that no such dedication or transfer, or determination as to the conditions thereof, shall be effective unless all instrument signed by two-thirds (2/3) of the Members shall have been recorded, consenting to such dedication or transfer, and as to the conditions thereof; and, provided further, that no such dedication or transfer, or determination as to the conditions thereof, shall be effective unless the prior consent thereto of the Township, acting by and through its Board of Trustees, shall have lust been obtained; and
f) the right of the Association to levy assessments upon the Lots, as set forth in Article XVII hereof:
3. Delegation Of Use. Any Owner may delegate his right of enjoyment in and to the Common Areas to the Members of his family and/or his occupants and permittees.
4. Additional Easements. Declarant reserves the right to grant additional easements affecting the Common Areas to government agencies, and others, for utilities of any kind serving the Property, or any part thereof, without the consent of the Association or any Member.
ARTICLE V
MEETING OF MEMBERS
1. Annual Meetings. The first annual meeting of the Members shall be held as soon as reasonably possible after the date that thirty rive percent (35%) of the Lots in the Subdivision have been sold to Owners other than the Grantor; and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.
2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of one-tenth (1/10) of the Association Members who are entitled to vote.
3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least seven (7) days before such meeting to each Member entitled to vote there at, addressed to the Member’s address last appearing on the books of the Association, or supplied by such Member to the Member to the Association for the purpose of notice. Each Member shall register his address with the Secretary and Notices of Meetings shall be mailed to such address. Such Notice shall specify the place, day and hour of the meeting, and in the case of a Special Meeting, the purpose of the meeting. If the business of any meeting shall involve any change in the basis or maximum amount of assessments set forth in Article V of the Declaration to which the Property is subject or any special assessments therein authorized, notice of such meeting shall be given or sent as therein provided.
4. Quorum. The presence at the meeting of one-fifth (1/5) of the Association’s Members entitled to vote shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws.
a) If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote there at shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.
ARTICLE VI
DIRECTORS
1. Number. The affairs of this Association shall be managed by a Board of Directors (hereinafter "Board") who need not be Members of the Association. Prior to the first annual meeting of the Members of the Association, the Grantor shall hold office. After the first annual meeting, the Board shall number no fewer than five (5) and no more than ten (10) Directors.
2. Term of Office. At first annual meeting the Members shall elect five (5) Directors for a term of one (1) year, and up to five (5) Directors for a term of two (2) years, and at annual meetings thereafter, the Members shall elect up to five (5) Directors for a term of three (3) years.
3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. Any director may be removed with cause by a majority vote of the directors then in office. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his or her predecessor.
4. Vacancies. Vacancies in the Board shall be filled by the majority of the remaining Directors though less than a quorum, any such appointed Director shall hold office until his successor is elected by the Members, who may make election at the next annual meeting of the Members or at any special meeting duly called for that purpose.
5. Compensation. No Director shall receive compensation for any service rendered to the Association. However, any Director may be reimbursed for the actual expenses incurred in the performance of his or her duties.
5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written consent of all of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors provided such consents are filed with the Secretary of the corporation.
ARTICLE VIII
NOMINATION AND ELECTION OF DIRECTORS
1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or nonmembers.
2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, one (1) vote per Lot owned. The persons receiving the largest number of voles shall be elected. Cumulative voting shall not be permitted.
ARTICLE VIII
DIRECTOR'S MEETINGS
1. Regular Meetings. Regular meetings of the Board of Directors shall be held annually without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President or any officer of the Association, or by any two Directors, after not less than three (3) days’ notice to each Director.
3. Action without Meeting. Any action required or permitted to be taken at an annual or special meeting of the Directors of the Association may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all Directors entitled to vote thereon were present and voting. Such written consent shall be filed with the Secretary of the Association. Prompt notice of the taking of a corporate action without a meeting, by less than unanimous written consent, shall be given to all directors and Members who have not consented thereto in writing.
4. Participation by Conference Telephone. A director may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment by which all persons participating may hear each other if all participants are advised of the communications equipment and the names of all participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
5. Quorum. A majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE IX
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
1. Powers. The Board of Directors shall have power to:
a) Promulgate, adopt and publish rules and regulations governing the use of the Common Areas and facilities, and the personal conduct of the Members and their guests thereon, and to establish reasonable penalties for the infraction thereof.
b) Suspend the voting rights and right to use of the Common Areas and recreational facilities, as they may exist, of a member during any period in which such member shall be in default in the payment of any assessment levied by the association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of the published rules and regulations.
c) Exercise for the Association all powers, duties and authority vested in our delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration;
d) Declare the office of a member of the board of Directors to be vacant in the event such member shall lie absent from three consecutive regular meetings of the Board of Directors;
e) Elect, appoint and/or employ a manager, independent contractor(s), professional contractors(s) for maintenance, or such other employee(s) as they may deem necessary or appropriate, and to prescribe their duties, to fix their compensation and indemnify corporate officers, directors, agents and employees; and
f) Purchase, receive, take by grant, gift, devise, bequest or otherwise acquire, own, hold improve, employ, and use real or personal property or an interest therein for the benefit of the Members and the Association;
g) Purchase equipment for the benefit of, and make improvements in and upon, the Common Area;
h) Make contracts and incur liabilities when such activities are determined to be in the best interests of the Association and the Members; and
i) Engage in activities to promote the general health, safety and welfare of the Members; and
j) Exercise all powers necessary or convenient to affect any purpose for which the Association is formed.
k) It shall be the duty of the Board of Directors, commencing as of the date of incorporation of the Association, to:
I) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or any special meeting when such statement is requested in writing by one-tenth (1/10) of the Members who are entitled to vote;
m) Supervise all officers, agents and employees of this Association, and see that their duties are properly performed;
n) As more fully provide in the Declaration, to:
o) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; and
p) Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
q) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or thereof to bring an action at law against the Owner personally obligated to pay the same.
r) Issue, or cause an appropriate officer to issue, upon demand by any person a certificate setting forth whether or not any assessment has been paid and the amount(s) thereof. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
s) Procure and maintain adequate liability and hazard insurance on property owned by the Association;
t) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate,
u) To exercise for the Association all powers, duties and authority vested in or delegated to the Association.
ARTICLE X
OFFICERS AND THEIR DUTIES
1. Enumeration of Offices. The officers of the Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.
2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each Annual Meeting of the members and shall be by majority vote of the Directors.
3. Term. The officers of this Association shall he elected annually by the Board and each shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time, determine.
5. Resignation and Removal. Any officers may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6. Vacancies. A vacancy in any office may be filled by appointment of a majority vote of the Directors then in office. The offices appointed to such vacancy shall serve for the remainder of the term of the officer replaced.
7. Officers Holding More than One Office. An individual may hold one or more positions simultaneously as an officer of the Association, except that the same individual may not hold the offices of the President and Vice President simultaneously.
8. Duties. The duties of the officers commencing as of the first annual meeting of the Association shall be:
a.) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, deeds, mortgages and other written instruments and may sign all checks and promissory notes.
b) Vice President. The Vice President shall act in place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by him by the Board.
c) Secretary. The Secretary shall record the votes and keep the Minutes of all Meetings and proceedings of the Board and of the members; maintain all books and records of the Association; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members as required by these By-Laws, the Articles of Incorporation and/or the Michigan Non-Profit Corporation Act, as amended; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
d) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors, provided however, that a resolution of the Board of Directors shall not be necessary for disbursement made in the ordinary course of business activity conducted within the limits of a budget adopted by the Board; may sign all checks and promissory notes of the Association, keep proper books of account; and shall prepare an annual budget and a statement at its regular annual meeting and deliver a copy of each to the Members.
ARTICLE XI
COMMITTEES
The Association shall appoint a Nominating committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint such other committees as are deemed appropriate in carrying out its purpose. The Board of Directors may delegate such duties and authority to such committee(s) as is not inconsistent with and/or prohibited by the Michigan Non-Profit Corporation Act, as amended.
ARTICLE XII
ELIMINATION AND ASSUMPTION OF CERTAIN LIABILITY OF DIRECTORS OF 501(c)(3) CORPORATION
1. A Director of the Association shall not be personally liable to the Association or its Members for monetary damages for breach of the Director's fiduciary duty, except for liability;
a) For any breach of the Directors duty of loyalty to the Association or its shareholders or members;
b) For acts or omissions not in good faith or that involves intentional misconduct or knowing violation of law;
c) For a violation of Section 551(1) of Michigan Nonprofit Corporation Act;
d) For any transaction from which the Director derived an improper personal benefit;
e) For any acts or omissions occurring before the date this Article is filed by the Michigan Department of Commerce; and
f) For any acts or omissions that are grossly negligent.
2. The Association hereby assumes all liability to any person other than the Association or its Members for all acts or omissions of a Director occurring on or after the date this Article is filed by the Michigan Department of Commerce, incurred in the good faith performance of the Director's duties as a Director; provided, however, that the Association shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the Association as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation (the “Code").
3. If the Michigan Nonprofit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of Directors of nonprofit corporations, then the liability of a Director of the Association (in addition to the limitation, elimination and assumption of personal liability contained in this Article) shall be assumed by the Association or eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as so amended, except to the extent such limitation, elimination and assumption of liability is inconsistent with the status of the Corporation as an organization described in Section 501(c)(3) of the Code.
4. No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any Director of the Association for or with respect to any acts or omissions of such Director occurring prior to the effective date or any such amendment or repeal.
ARTICLE XIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Provided such indemnification does not violate the status of the Association as an organization described in Section 501 (c)(3) of the Internal Revenue Code of I986, or comparable provisions of subsequent legislation, each person who is or was an officer of the Association or a member of the Board of Directors, and each person who serves or has served at the request of the Association as an officer, trustee, employee, agent or committee member of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Association to the fullest extent permitted by the corporation laws of the state of Michigan as they may be in effect from time to time. The Association may purchase and maintain insurance on behalf of any such person in any such capacity or arising out of his or her status as such, whether or not the Association would have power to indemnify him or her against such liability under the laws of the State of Michigan. This right of indemnification shall continue as to a person who ceases to be a Director or officer, and shall inure to the benefit of the heirs, executors, and administrators of that person.
ARTICLE XIV
CONTRACTS OR TRANSACTIONS WITH ANOTHER CORPORATIONWITH COMMON DIRECTORSHIP, OFFICERSHIP OR INTEREST
A contract or other transaction between the Association and one (1) or more of its Directors or officers, or between the Association and a business entity in which one (1) or more of its directors or officers are or directors of the Association, or are otherwise interested, shall not be void or voidable solely because of such common directorship, officership or interest, or solely because such directors are present at the meeting of the board or committee thereof which authorizes or approves the contract or transaction, or solely because their votes are counted for such purpose, if any or the following conditions is satisfied;
a) The contract or other transaction is fair and reasonable to the Association when it is authorized, approved or ratified.
b) The material facts as to the director's officer's relationship or interest and as to the contract or transaction are disclosed or known to the Board and the Board authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of any common or interested director.
ARTICLE XV
BOOKS AND RECORDS
The books records and papers of the Association shall at all times during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of incorporation and the Bylaws of the Association, shall be available for inspection by any member at the principle office of the Association, where copies may be purchased at reasonable cost. Upon the written request of any member, the Association shall mail to such member its balance sheet as at the end of the preceding fiscal year, its statement of income for such fiscal year, and, if prepared, its statement of source and application of funds for such fiscal year.
ARTICLE XVI
PROXIES
- At all meetings of Members, each Member may vote
in person or by proxy.
- All proxies shall be in writing and filed with the
Secretary. No proxy shall extend beyond a
period of eleven (11) months, and every proxy shall automatically cease upon
sales by the member of his Lot.
ARTICLE XVII
ASSESSMENTS
- Creation
of the Lien and Personal Obligation of Assessments. The Declarant, for each Lot within the
Subdivision owned by Declarant, hereby convents and agrees, and each Owner of
any Lot, by acceptance of deed, land contract or other conveyance thereto,
whether or not it shall be so expressed in any such deed, land contract or
other conveyance, shall be deemed to have covenanted and agreed to pay to the Association,
annual and special assessments, together with interest thereon, at seven (7%)
percent per annum, the costs of collection thereof, including reasonable attorney
fees, shall also be the personal obligation of each person who was an Owner of
such Lot at the time the assessment became due and payable. The personal obligation of any Owner for any delinquent
assessment shall not pass to any successor in title of such Owner unless
expressly assumed by the successor.
2. Functions of The Association. The principal functions of the Association are (i) the enforcement of the provisions of this Declaration; (ii) the collection and disbursement of assessments; (iii) the establishment of reasonable rules and regulations for the use of the Common Areas; (iv) the maintenance of the Common Areas, including, without limitation, the operation, maintenance, repair and replacement of the Off-Site Drainage Facilities; (v) the improvement or the Common Areas; and (vi) the promotion of the interests or the Owners. As used in this Declaration, the term "maintenance of the Common Areas" shall be deemed to include, without limitation, the following:
a) maintenance of the established grades within the Common Areas;
b) improvement of the landscaping within the Common Areas, including, without limitation, the installation of sod, and the planting of trees, flowers, shrubs and other plant materials;
c) maintenance of the landscaping within the Common Areas, including, without limitation, the cutting or grass, weeds and
d) lines leading into or out of the storm water sedimentation basin;
e) maintenance of the landscaping and slopes in and around the storm water sedimentation basin;
f) payment of all real estate taxes and special assessments upon the Common Areas imposed or levied by any appropriate governmental authority; and
g) each and every other act necessary to protect and preserve the Common areas for their intended purposes, including, but not limited to, the proper functioning of the Off-Site Storm Drainage Facilities at all times.
3. Annual Assessments. The basis of the annual assessments, and the maximum amounts thereof, shall be as follows:
a) The initial assessment for the fiscal year 1998-99 shall not exceed One Hundred Fifty ($150.00) Dollars per year per lot.
b) The 0ne Hundred Fifty ($150.00) Dollars assessment limitation set forth above shall be subject to upward adjustments by the Association of no more than 10% per year commencing July 1, 1999 and continuing for each year thereafter, unless a greater increase is approved by the vote of a majority of the lots then entitled to vote.
4. Special Assessments. In addition to the aforesaid annual assessment, the Association may levy against each Owner, in any assessment year, a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any improvement upon the Common Areas, provided that any such special assessment shall have the assent of two-thirds (2/3) of the Members entitled to vote in person, or by proxy, at any meeting duly called for that purpose, and provided, further, that the Association shall levy a special assessment, if required, pursuant to Article VII of this Declaration, under the conditions therein described, in which event, no vote of Owners shall be required.
ARTICLE XVIII
CORPORATE SEAL
The Association may have a seal in circular form having written in its circumference the words: NORMANDY FOREST HOME ASSOCIATION.
ARTICLE XIX
AMENDMENTS
1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of the members of the Association in good standing.
2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws; the Declaration shall control.
ARTICLE XX
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the thirty-first day of December, every year, except that the first fiscal year shall begin on the date of incorporation.
In Witness Whereof, I, the undersigned, do herby certify that I am the duly acting President of the NORMANDY FOREST HOME ASSOCIATION, having hereunto set my hand this _______ day of ________ 1998.
NORMANDY FOREST HOME ASSOCIATION
A Michigan Non-Profit Corporation
Salvatore Cottone, President