Bylaws of the Canadian Lakes Association, Inc.

Publication Date:  May 1975

 

Amended:

1979, 1981, 1982, 1984, 1987, 1988, 1989, 1991, 1993, 1994, 1995, 2000, 2001, 2005

 

ARTICLE I:                           Purpose

 

Section 1.               The purpose and objectives of this Association are to:

Ř       Promote friendship and goodwill among the Canadian Lakes property owners, family members and guests.

Ř       Sponsor social functions and activities for the entertainment and education of the property owners, family members and guests

Ř       Sanction Canadian Lakes organizations and group activities for the benefit of property owners, family members and guests.

Ř       Maintain liaison with Canadian Lakes Property Owners Corporation (CLPOC).

Ř       Initiate and fund projects and programs that will improve the welfare of Canadian Lakes property owners and/or the local-state-national and world community as well.

Ř       Provide information through various media, including but not limited to newsletters, websites, directories, etc. that will keep the association informed about its members and activities at Canadian Lakes.

Ř       Provide orientation meetings and materials for new Canadian Lakes property owners to assist them in their transition to the Canadian Lakes community.

 

ARTICLE II:                          Membership

 

Section 1.               Any CLPOC member in good standing may become a member of the Association by payment of dues to the Association Treasurer.  The fiscal year is the calendar year.  Any renter of property with a minimum of a one-year lease may become a member.

 

Section 2.               The annual membership dues will be determined by a majority vote of the elected directors.

 

Section 3.               Voting rights are extended to no more than two (2) persons per paid membership.

 

Section 4.               Only paid members as of January 1 will be included in the directory for that calendar year.

 

ARTICLE III:                         Meetings

 

Section 1.               An annual meeting shall be held in September, with the specific date, time and place designated by the Board of Directors with no less than thirty (30) days notification to the membership.  During this meeting an election of Directors for the forthcoming year shall be held, said Directors to take office January 1st.

 

Section 2.               At least sixty (60) days prior to the annual meeting, the President shall appoint a Nominating Committee to seek qualified candidates for Directors.  At the time of appointment of the Nominating Committee, the President shall give notice to the membership that the nominating process has begun and that nominations from the membership at large are encouraged and will be accepted.  The Nominating Committee will review the nomination to assure eligibility and willingness to run for office and will compile and publish a slate of candidates to the membership at least thirty (30) days prior to the election.

 

Section 3.               Special meetings of the membership may be called at the direction of the President supported by a majority vote of the Board of Directors.  Notice of the special meetings may be communicated to the members in writings or via personal contacts as decided by the Directors.

 

Section 4.               The Board of Directors will maintain liaison with the membership through periodic general meetings, newsletters and other mailings.

 

Section 5.               All proposals requiring membership approval will provide for both proxy and absentee ballots for use by qualified voters.  Passage or defeat of a proposal will be determined solely by the fact that a simple majority of those voting were in favor or were not in favor of the proposal.

 

 

 

ARTICLE IV:                         Organization

 

Section 1.               A volunteer Board of Directors consisting of twelve (12) members, to be elected at large, will direct the affairs of this Association.

 

Section 2.               All officers, President, Vice-president, Secretary and Treasurer shall be elected by the Board of Directors.  The newly elected Board of Directors, under the chairmanship of a retiring officer, shall meet as soon as reasonably possible to elect its officers.  The immediate past president shall serve as an ex-officio member of the Board without voting privileges (except to break a tie on a board vote), unless he/she remains an active director on the board.

 

Section 3.               Not more than four (4) new Directors will be elected each year.  A Director having served for a full term may stand for reelection for one additional three (3) year term.  Upon completion of two (2) successive terms, a Board member may stand for reelection after an interim of one (1) year.  Any vacancies created during a term of office shall be filled by appointment by the remaining Board members for the term of the vacancy.  Directors appointed for more than one (1) year will be considered as having served a full term.

 

Section 4.               In the event the Office of President becomes vacant, the Vice-president shall assume that position.  All other vacancies shall be filled by the Board of Directors at a regular scheduled meeting.

 

Section 5.               The Board of Directors will meet at least monthly.  If a quorum is present, to review all matters of interest concerning the Association, and to plan Association activities.  These meetings shall be open to the entire membership.

 

ARTICLE V.                          Duties of Officers

 

Section 1.               The President shall be the Chief Executive Officer of the Association and shall preside at all the meetings of the Directors or the membership.  The President shall be a member ex-officio of all committees and have general supervision over all Association activities.  The President shall initiate telephone chain calling.

 

Section 2.               The Vice-president shall fill in for the President during his absence and shall perform duties as delegated to him by the President and/or Board of Directors.

 

Section 3.               The Secretary shall keep minutes of all meetings of the membership and the Board of Directors; maintain a record of all past meeting minutes.  The Secretary shall keep on file all official documents relating to the Association.

 

Section 4.               The Treasurer shall have custody and keep account of the funds and property of the Association and shall report monthly to the Board of Directors.  The Treasurer shall deposit all funds in bank accounts authorized by the Board of Directors and shall pay out money as the business of the Association may require.  All checks drawn on the accounts of the Association of one thousand ($1000) or more shall be co-signed by another officer of the Association.  In the absence of the Treasurer, checks of five hundred ($500) or more shall be signed by two (2) officers of the Association.  There shall be an annual audit of the Treasurer’s books by an Auditing Committee appointed by the Board of Directors and an annual report made to the membership.

 

Section 5.               The President may designate Directors or Association members to be chairpersons of special committees.

 

Section 6.               Funds accruing to the Association, from whatever source, shall be used for:

a)                   Fair and reasonable expenses of the Association for normal operations, such as stationary, postage, supplies, charitable contributions, etc., except that:

b)                   Monies collected for special projects shall be recorded and identified separately and shall be used only for the special project for which the monies were collected.  At such time that it is evident that the project will not or cannot be completed, or is completed for less cost than planned, the balance of the monies available, upon the approval of the Board of Directors, shall be transferred to the general funds of the Association.  The transfer of such funds shall be reported to the membership at the earliest Association meeting.

c)                   Officers, directors, committee chairmen, or committee members will not be paid salaries, wages, honoraria, gifts or any other item of value for their services.  They may be reimbursed for fair reasonable out-of-pocket expenses incurred for Association activities upon presentation of receipts to the Treasurer.

d)                   No funds shall be distributed directly or indirectly to any political candidate, political party, or any agency thereof.

e)                   Funds are to be used for the enjoyment, betterment, safety and well being of the members of the Canadian Lakes community, and to carry out the authorized purposes and objectives of the Association.

f)                    Funds may be used for any purpose authorized by the non-profit corporation act (Act 162, Public Acts of 1982, amended) and not otherwise prohibited by the articles of incorporation or these bylaws.

 

Section 7.               No officer, director or member of the Association shall have the authority to make any commitment, agreement or arrangement in anyway or obligating the Association without first having obtained a duly recorded vote of approval by motion of the Board of Directors.

 

Section 8.               The members of the Board of Directors of the Association who are volunteer directors of the Association shall not be personally liable to the Association or its members for monetary damages for a breach of a Director’s fiduciary duty, except in the instance of:

a)                   A breach of the director’s duty of loyalty to the Association or its members.

b)                   Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law.

c)                   A violation of Section 551(1) of Act 162 Public Acts of 1982 [MCL 450.2551(1)].

d)                   A transaction from which the director derived an improper personal benefit.

e)                   An act or omission occurring before adoption of this provision.

f)                    An act or omission that is grossly negligent.

 

ARTICLE VI:                         Petitions

 

Section 1.               The membership at large may direct the Board of Directors to call a special meeting of the membership to vote on or discuss specific issues by presenting a petition to the Board of Directors, such petition bearing the signatures of seventy-five (75) or more members in good standing.  If the special meeting request is one requiring a Bylaws change or amendment to the Articles of Incorporation or other issues requiring a vote of the membership, the Board of Directors shall give notice to the membership of the meeting and voting proposals at least thirty (30) days prior to the meeting.  Results of the balloting shall be posted in the monthly newsletter.  An individual or small group may request a meeting with the Board of Directors by submitting a request to the Secretary of the Board.  The Secretary of the Board will direct the request to the President or acting head of the Association for the placement on a meeting agenda and will advise the requesting parties of the status of their request.

 

ARTICLE VII:       Parliamentary Authority

 

Section 1.               Robert’s Rules of Order, Revised and Robert’s Parliamentary Law shall prevail and be adhered to for any question of procedure or parliamentary law that is raised, if that question is not covered by these bylaws.  A Parliamentarian will be appointed by the President and approved by the Board of Directors.

 

ARTICLE VIII:      Amendments

 

Section 1.               These bylaws can only be changed by a simple majority of the fully qualified members who vote to alter, amend, add to or repeal these bylaws, providing the membership is given at least thirty (30) days notice prior to voting.

 

Section 2.               No amendment, addition or repeal of any part of these articles shall change the primary purpose or nature of this organization.