ARTICLE 1

THE ASSOCIATION

The name of this association is "Lake Ogemaw Summer Resort Association"  incorporated as a summer resort association on November 14, 1969, hereinafter referred to as the "Association".

  The Association is incorporated under Act  No. 137, P.A. 1929, as amended, being sections 455.201 through 455.220 of Michigan Compiled Laws, as amended, hereinafter referred to as the "Act".

  The office of the Association is at the Clubhouse, 2916 Rifle River Trail, Business   Loop, West Branch, Michigan 48661..   The mailing address is P.O. Box 472, West Branch, Michigan, 48661, which can be changed from time to time by the Association’s Board of Trustees.

The Association was formed and continues to exist to exercise jurisdiction over all lands embraced within its corporate jurisdiction (Article 3.1) and to assume all of the rights and powers granted and all of the obligations imposed by the Act, as well as all ordinances and  applicable laws of Churchill and Mills Townships, the County of Ogemaw, the State of Michigan and the United States of America.

Association The has four (4) principal  missions:

To continuously maintain the structural and functional integrity of the dam and spillway.

To continuously protect, preserve, and  enhance Lake Ogemaw.

To require that all property within the corporate jurisdiction of the Association be kept in a decent, safe, sanitary and blight-free condition.

To use the powers granted by the Act , to preserve and enhance the health, safety and welfare of all Association members.

Unless expressly stated otherwise, in these by-laws, the Act, or any of the deed restrictions or covenants binding the properties within the corporate jurisdiction of the Association, any member of the Association  who shall violate any provision  of these by-laws shall be deemed guilty of a misdemeanor and upon conviction thereof shall be punished by a fine and/or confinement in the discretion of the court.  Upon conviction, the court may also assess reasonable attorney fees and court costs against the member.  All fines and costs are payable to the Association and if delinquent shall become a lien upon the land of the delinquent member’s property and is subject further to collection by foreclosure and/or suit for a money judgment.

ARTICLE 2        top

DEFINITIONS

The following words and terms shall have the following meanings for purposes of these by-laws.

Act: is P.A. 1929, No. 137, as amended, also being 455.201 through 455.220 of Michigan Compiled Laws, as amended.

Annual Meeting: is the annual meeting of the Association  as specified in   455.208 of  the Act.

Articles: are the articles of the Association which established the corporation and are filed with the Commerce Department of the State of Michigan (or its successor Agency).

Assessment: is a monetary charge or dues imposed on each lot within the corporate jurisdiction of the Association and which is based on  the pro-rated cost per lot, parcel or condominium unit determined by the Board to meet the monetary demands of the Association for operating expenses and necessary projects as outlined in the budget.

Association:  is the Lake Ogemaw Summer Resort Association.     

Blight is a nuisance or combination of nuisances existing within the property lines of the offending property which has one or more of the following characteristics: (a) adversely affects adjoining properties,  (b) does not meet reasonable public standards, ( c) reduces neighborhood property values, and/or (d) is offensive to the health and comfort of the Association members and others.

Board: is the Board of Trustees of the Association

By-laws:  this document (as it may be amended from time to time) and which by-laws are also Association rules by which both the Board and members are required to operate, adopted chiefly for governing Association members and the regulation of its affairs.

Clerk: a clerical employee of the Association, whose primary responsibility is to keep records or accounts and to perform general office work for the Association.

Clubhouse: is the Association building housing the office and social center.

Common areas:   are all the lands and  property owned, leased, and /or controlled  by the Association, including platted road rights-of-way, parks, boat launch, clubhouse and certain platted lots and/or parcels.

Condominium:is a housing project allowing an owner to purchase a unit in a multiunit structure or on land owned in common. It can also be a unit as defined in the Michigan Condominium Act.

Corporate jurisdiction:    is the geographical area over which the Association exercises jurisdictional rights (including Lake Ogemaw ) and over its freeholders and all real property owned by its freeholders.

Corporate powers: is the Associations power of jurisdiction and police power over all freeholders and their real property.

County: is Ogemaw County, Michigan.

Disorderly conduct: is any act or action which disturbs the peace and/or is offensive to the health and comfort of freeholders and occupants of  real property located within the corporate jurisdiction of the Association.

Dues:  Each freeholder’s pro-rated cost of the annual or ordinary and routine expenses in operating the Association.  Dues and assessments may be collected jointly for bookkeeping purposes at the discretion of the Board.

Entirety : is a freeholder’s one hundred percent (100%) ownership of  real  property

Fee simple: is real property owned in its entirety as evidenced by a warranty deed  and/or marketable title under which the owner is entitled to unrestricted powers to dispose of the property, and which can be left by will or inherited.

Freeholder:   is a member, his/her spouse, or the trustee of a living will owning an    inheritable interest in real property in its entirety, located within the corporate jurisdiction of the Association.  Freeholders may also include a mortgagee, land  contract vendee, condominium owner or one (1) designee of a group of multiple co-owners owning an inheritable interest or marketable title in its entirety to real property located within the corporate jurisdiction of the Association.  Renters and persons leasing are not freeholders.

Guest: is a person or persons gratuitously visiting a  member of the Association. Members are held strictly accountable for the actions of their guest(s) who must obey all applicable Association orders and by-laws while visiting.

Lien:   is a recorded instrument filed by the Association  with the county register of deeds records notifying the public and encumbering the real property of the member resulting from debt(s) owed to the Association.  A lien is normally  filed prior to foreclosure proceedings.

Lot: a parcel, condominium unit, or lot located within the corporate jurisdiction of the Association.

Majority: is a simple majority of any number of members present at a meeting greater than one-half (1/2) of all members. .

Marshal:  is a police officer with arrest powers. (See MCL 455.215 and 455.216)

May:   is discretionary.

Member:   is a qualified freeholder who has voluntarily or been compelled to join the Association.

 Member in good standing: is any member of the Association whose dues, assessments, fines, interest and penalties have been paid and whose account is current  and whose property complies with all Association orders and requirements.

Must: is mandatory.

 Nolo contendere: (literally, "I do not wish to contest." A plea in a criminal prosecution that without admitting guilt subjects the defendant to conviction but does not preclude denying the truth of the charges in a collateral proceeding.

Non-profit corporation: is a corporation that is classified as non-profit by   e    State of Michigan  The Association is generally so classified, but it is also a summer resort association under the Act.

 Nuisance;  is a condition that is offensive to  the health and comfort of the members, and/or any  unsanitary condition of any lands owned by Association members. A blight is also a nuisance.  Also, any condition within the corporate jurisdiction of the Association which  adversely affects contemporary community standards of morality, decency or conduct.

Owner: is a freeholder.

Office:  is the office of the Association.

Order: are published rules and regulations of the Association.

Proxy:  is a vote for a trustee(s) filed with the Secretary of the Association prior to the annual meeting.  The Act does not authorize any other use of a proxy in the Association.

Perpetual: is authorization by Michigan law for domestic corporations to exist indefinitely if stated in its articles.  The Association is perpetual.

President: is the President of the Association.

Police power: is the power granted to the Association by the Act to exercise jurisdiction and to enact and enforce by-laws and orders over its members based upon enhancing their health, safety and welfare, and includes the abatement of nuisances and unsanitary conditions within the corporate jurisdiction of the Association.

Quorum:  is the minimum number of trustees or members who must be present in order to hold an Association meeting.

Property: is all real and  personal property owned by Association members including lots, parcels and condominium units.

Referendum: is an action by members to over rule or by-pass the Board.

Regular meeting: is a regularly scheduled monthly Board meeting.

Secretary: is the Secretary of the Association.

Shall:   is mandatory.

 Super majority: is a majority of two-thirds (2/3) of the votes cast on an issue where quorum is present.

Treasurer: is the  Treasurer of the Association.  The office of secretary and treasurer   may be combined by the Board.

Trustee: is one of seven  (7) representatives elected by the freeholders of the  Association.

Vice-president: is the Vice-president of the Association.

top

ARTICLE 3

CORPORATE JURISDICTION

DESCRIPTION The following described area comprises the corporate (territorial) jurisdiction of the Association:
of said Section 34 Part of Sections 34 and 35, T22N, R3E, Churchill Township and part of Sections 2 and 3, T21N, R3E, Mills Township, Ogemaw County, Michigan, described as:  Beginning at the Southwest corner of said Section 34; thence NORTH along the West line of said Section 34, approximately One-half mile to the West One-quarter corner of said Section 34; thence EAST, along the East-West One-quarter line of said Section 34, approximately 1 mile to the One-quarter corner common to said Sections 34 and 35; thence continuing EAST, along the East-West One-quarter line of said Section 35, approximately One half mile to the center of said Section 35; thence SOUTH along the North-South One quarter line of said Section 35, approximately One-half mile to the South One-quarter corner of said Section 35; thence along the line common to said Sections 35 and 2 to the North One-quarter corner of said Section 2; thence SOUTH, along the North-South One-quarter line of said Section 2, approximately One-half mile to the center of said Section 2; thence WEST along the East-West One-quarter line of said Section 2, approximately One-quarter mile to the West-One-eight line of said Section 2; thence SOUTH, along said West One-eight line, approximately One-half mile to the South line of said Section 2; thence WEST, along the South line of said section 2, approximately One-quarter mile to the Southwest corner of said Section 2; thence NORTH, along a line common to said Sections 2 and 3, approximately One-quarter mile to the South One-eighth line of said Section 3; thence WEST, along said South One-eighth line, approximately One-quarter mile to the East One-eighth line of said Section 3; thence SOUTH, along said East One-eighth line, approximately One-quarter mile to the South line of said Section 3; thence WEST, along the South line of said section 3, approximately One-half mile to the West One-eighth line of said section 3; thence NORTH, along said West One-eighth line, approximately One-half mile to the East-West One-quarter line of said section 3; thence WEST along said East-West One-quarter line, approximately 600 feet to the Southwest corner of the Plat of Lake Ogemaw No. 6, as recorded in Liber 4 of Plats on Page 45 of the Ogemaw County, Michigan Public Records; thence NORTH, along the West line of said Plat of Lake Ogemaw No. 6 and the Plat of Lake Ogemaw No. 4, as recorded in Liber 4 of Plats on Page 37 of the Ogemaw County, Michigan Public Records, 1050 feet, more or less to the South line of South Ogemaw Trail; thence WEST, along the South line of South Ogemaw Trail, 283 feet, more or less to the West line of Rifle River Trail; thence on the following three courses along said West line , parallel to and 50 feet West of the centerline of Rifle River Trail as presently constructed, NORTHERLY, approximately 400 feet to the PC of a curve; thence N30 W 625 feet to the PT of a curve; thence NORTHWESTERLY along a curve to the right, approximately 100 feet to the West line of said Section 3; thence NORTH, along said West line of Section 3, 378 feet to the Northwest corner of said Section 3, also being the Southwest corner and back to the point of beginning.

¹Description provided by Paul B. Lapham & Associates Inc., year 2001. If the original documents for the Association describe a larger geographical area than the above or additional properties than are included in the above, the original Association documents shall be applicable and such larger geographical area and additional areas shall apply in addition to the above properties.  The above description is for general identification purposes only and is not intended to be a definitive legal description for purposes of these by-laws.

top

ARTICLE 4

MEMBERSHIP, ANNUAL MEETING AND ELECTIONS

MEMBERS

4.1.1 Members must be Freeholders of land within the corporate jurisdiction of the Association as  described in Article 3.1. All owners of real property within the corporate jurisdiction must be members of  the Association.

4.1.2 Will have membership terminated upon the alienation of their property within the corporate jurisdiction.

4.1.3 Must abide by the  rules and regulations, orders,  and by-laws of the Association, as well as the Act.

4.1.4 Are responsible for the actions of their guests and informing them of applicable orders and by-laws of the Association.

4.1.5 Have the right to demand a referendum vote pursuant to procedures specified by these by-laws.

4.1.6 Have the privilege of running for election to and ( if elected)  serving on the Board of Trustees. 

ANNUAL MEMBERSHIP MEETING

Ogemaw County, Michigan , unless informed otherwise before hand by the Board. The Board may vary the date and location of the annual meeting upon advance notice to the members.

May adjourn from day to day.

Trustees will be elected to fill all vacancies and the results announced.

Will be presided over by the President of the Association,  with the Secretary recording minutes of the meeting.

Trustees will submit a written report of the management of the business of the Association, the condition of its property, its assets and liabilities and upon such other matters as may be proper and of general interest to the members.   This report must include progress on the short and long range plans of the Association.

Will transact any other business mentioned in the notice for the meeting.

Immediately following the annual membership meeting,  the Board will meet to elect officers for the current year and conduct any other appropriate business.

Primarily intended for members to voice their opinion(s) in matters concerning the Association.

ELECTIONS

VOTING  AT THE ANNUAL MEETING

Members must be current in payment of all dues and assessments to the Association to be eligible to vote.

Members of the Association will be entitled to one (1) vote.

Husbands and wives, owning property by entireties, shall be entitled to one (1) vote each.

Ownership of land by a legal entity, other than an individual or as husband and wife, is entitled to only one (1) vote.  The Secretary of the Association must be notified as to the  name of such a  voter at least two (2) days prior to the annual membership meeting.

Choice of trustees, budget approval and referendum items will be by a majority of all votes cast.

In the event of a tie for trustee, an officer from the Board will draw the winning name from a container containing the names of the tied candidates.

Membership voting will be by mail in ballots or delivery of ballots to the Association clerk until such time that the Board authorizes the inclusion of electronic voting or other acceptable methods.

Member’s ballots shall be received by 10:00 a.m. at the annual membership meeting.

.

REFERENDUM VOTE

When members disagree with the Board on any issue affecting the Association they have the right to demand a referendum vote.  A petition containing the signatures of twenty five percent(25 %)  of the total number of ballots cast in the last annual membership meeting election and must be presented to any member of the Board. The board member then has ten (10) to notify the entire Board, have the Clerk validate the names on the petition, and mail the referendum proposal to the membership.   The members have twenty (20) days from the mailing date to return their vote on the proposal to the clerk.

The Election Committee will count the ballots.  The results will be determined by a majority of all votes cast.  The Board will call a Special Meeting to announce the results.

All actions being objected to on the petition must cease upon receipt of the petition by the Board member.

CANDIDATES FOR TRUSTEE

Must be a voting member of the Association.

Must be current in all payments to the Association.

Only one (1) member of any immediate family (i.e., mother, father, spouse, brother, sister, son, daughter, mother-in-law, father-in-law, grandparents, and legal dependents, including adopted children),  may hold office on the Board.

Must file a written notice of their desire to be a candidate with the election committee.

Only those candidates whose names have been printed on the ballot will be eligible for election.

NOTICE OF ELECTION

4.3.4.1 Ballots for election shall be mailed by the Association to members along with the notice of the Annual Meeting.

4.3.4.2 Ballots must be mailed to members a minimum of (15) days prior  to the Annual Meeting.

4.3.4.3 Ballots must be mailed to each member at their address as it appears on the records of the Association.

4.3.4.4 Members shall be deemed duly served when the same has been deposited by the Association  in the U.S. mail with postage fully prepaid and plainly addressed to the member.

4.3.4.5 Proof of such mailing will be given by the affidavit of the person giving notice.

4.3.4.6

ELECTION RULES AND PROCEDURES

4.3.5.1 The Board is authorized to adopt reasonable rules and regulations regarding

Association elections and procedures, so long as such rules and regulations are consistent with these by-laws and the Act.

top

ARTICLE 5

  BOARD OF TRUSTEES

REQUIREMENTS

The Board of Trustees shall be composed of seven (7) members. Each Trustee must be a member of the Association.

Each  Trustee’s term of office shall be for three (3) consecutive years.

5.1.3  A  Trustee, appointed by the Board, to fill a vacancy will serve until the next Annual meeting. The Trustee being elected at the next Annual meeting will run for the remainder of the original  term and  not  for a new three (3) year term.(unless the balance of the three-year term which was vacant expires at that election).

5.1.4 A newly-elected Trustee shall take office after being sworn in by the current  Secretary.

RESTRICTIONS

The Board and all members  must abide by all local, state and federal laws.

The Board and all members  must abide by the Association’s Articles of Incorporation, by-laws and any Association order or rule, and any  referendum item approved by the membership.

The Board must  obtain approval from the membership for any item not on the approved fiscal year budget which will exceed a cost of three thousand ($3,000) dollars, except any emergency dam or spillway repairs or emergency lake pollution cleanup.

DUTIES AND POWERS OF THE BOARD

The Board shall annually establish, publish and amend annually a Long Range Plan (10 years) a Short Range Plan (5 years) and an annual plan, which shall become a part of the permanent record of the Association.

The Board shall establish and implement an inspection and maintenance program for the Association dam and spillway including the keeping of accurate records to create a permanent history properly filed and maintained at the Clubhouse office.

The Board shall annually review and update, as required, the Emergency Action Plan for the Association dam.

The Board shall establish and implement a program to regularly monitor water quality and weed control of Lake Ogemaw, including the keeping of accurate records to create a permanent history properly filed and maintained at the Clubhouse office.

To manage and control all property, real and personal, of the Association

To represent the Association with full power and authority to act in all matters subject only to Article 5.2 and the Act.

To elect officers of the Association from the Board.

To appoint and/or employ such employees, agents, and personnel, as it deems necessary to carry out Association business.

To utilize the proceeds of assessments for the purposes set forth in the budget.

To maintain, enhance, protect, improve, operate and purchase insurance for the properties of the Association and to inspect and identify damaged Association property and repair or replace as needed.

To enforce by legal means the provisions of the Act and the by-laws, orders, and rules of  the Association.

The Board may require any officer or agent to file with the Association a satisfactory bond conditioned for faithful performance of his/her duties when in the best interest of the Association.

To negotiate for and authorize the borrowing of money and the issuance of evidence of indebtedness up to the anticipated income as authorized by the Association budget.  The exception would be a catastrophic event involving the dam and/or spillway, which would permit borrowing in excess of the budget.

To report to the state and/or local agencies, any and all owners violating safety or health codes, including the parking and use of travel trailers.

The Board may conduct advisory membership surveys and/or hold hearings to assist it in deciding issues.

The Board shall have the power to adopt orders, as well as rules and regulations, governing the use of Lake Ogemaw, the common  areas, and such other topics as are authorized by these by-laws and the Act.

   RESIGNATIONS AND REMOVAL

If a Trustee vacates their position within 30 days of their election, the non-elected candidate who received the next highest number of votes will complete the Trustee’s term.

A Trustee position will become vacant:

By death.

Upon the sale  of their property within the corporate jurisdiction of the Association.

By submitting a letter of resignation.

By being more than 60 days in default regarding any dues or assessments owed to the Association.

By referendum vote of the members.

By failing to attend three- (3) successive regularly scheduled meetings of the Board.

BOARD OF TRUSTEES MEETING

Regular meetings are scheduled for 9:00 a.m. on  the third Saturday of each month in the Clubhouse, subject to change by the Board.

Regularly scheduled meetings may be cancelled for the months of November, December, January, and February at the Board’s discretion.

Trustees may participate in a meeting by means of telecommunication conference provided all participants can hear and communicate with each other and are party to all available information.  Such participation shall constitute presence in-person.

Four (4) Trustees may call an unscheduled meeting of the Board by notifying each Trustee personally or by mail, telephone, telegram or E-mail.

Five (5) members of the Board shall constitute a quorum to start and continue a meeting.

A proposal must receive a minimum of four (4) votes to be approved as an act of the Board.

In the absence of the President and Vice President, such trustee as designated by the Board members shall preside.

top

ARTICLE 6

OFFICERS

PRESIDENT

Shall be the chief executive officer of the Association.

Shall preside at all meetings of the membership and the Board .

Shall  assist in ensuring  that all orders and resolutions of the Board are carried into effect.

Shall have the power, with the approval of the Board, to appoint a committee chairperson  for each authorized committee  from the membership.

Shall have all  powers and duties that are traditionally vested in the office of President of this type association as well as those duties specifically defined in other articles and sections of these by-laws.

Shall have the door locks of the Association building changed after each annual meeting (unless there is no change in Board member(s), with an approved lock smith and distribute keys as directed by the Board.

RESERVED FOR FUTURE USE.

VICE-PRESIDENT

Shall perform and exercise the powers of the President when absent or disabled.

Shall perform the duties of the office of Vice-President or as may be prescribed by the Board.

SECRETARY

Shall issue all notices required by statute, these by-laws, or any Board  resolution, including membership and Board meetings.

Shall attend and record the true minutes of all membership and Board meetings.

Shall have charge of all books and records of the Association except those of the Treasurer.

Shall perform such other duties as are normally associated with the office or as may be directed  by the Board

TREASURER

Shall have custody of all Association funds, securities and evidence of indebtedness.

Shall keep in the  books of the Association, a full, accurate, and detailed account of all receipts and disbursements.

Shall deposit all monies, securities and other valuable effects in the name of the Association, in such depositories as may be designated by the Board.

Shall keep accurate records of all disbursement of funds of the Association  and as may be ordered by the Board.

Shall report to the President and the Trustees an account of any or all transactions by the Treasurer at regular meetings, or whenever requested by them.

May be required to keep in force a bond in an amount and with such financial institution as is satisfactory to the Board.

top

ARTICLE 7

FISCAL MANAGEMENT

FISCAL YEAR  The fiscal year of the Association shall be from July 1 thru June 30 of each year.

ANNUAL BUDGET

The Board shall prepare a budget of the estimated expenses necessary for the management and control of all business and property, real and personal, of the Association for the next fiscal year.  The Budget will consist of two (2) funds- the Operating Fund and a Dam & Spillway Emergency Replacement Fund.

7.2.1.1 Each fund shall  maintain and keep separate accounts, records and

bank accounts, deposit applicable assessments, and pay appropriate expenses from said bank accounts.

The Dam & Spillway Emergency Replacement Fund budgeted amount to be assessed to members shall be determined in accordance with the Long and Short Range plans published by the Board as set forth in Article  5.3.1 hereof.

The Operating Fund will consist at a minimum, of at least  three (3) categories:

7.2.1.3.1 Lake Maintenance  - Will include, but not limited be to, the following accounts; Patrol & Security—Water, Fish Stocking, Dam & Spillway Maintenance & Preservation and Lake Treatment.

7.2.1.3.2 Property Maintenance - Will include, but not be limited to, the following accounts: Building Utilities, Building Maintenance, Parking Lot Maintenance, Patrol & Security—Land, Property Taxes, Park Maintenance & Improvements, Parks & Recreation and Parks Lawn Care.

  7.2.1.3.3   General Operations -  Will include, but not limited to, the following  accounts: Wages, Payroll taxes, Office Expense, Postage, Legal Fees, Accountant and Insurance.

The Operating Fund Budget is not intended to be a line item budget but is intended to be a category budget.  No amount can be transferred from one category to another without a majority vote of the Board.  If the amount to be transferred exceeds the lesser of ten percent (10%) of the category budget or $10,000, the Board must unanimously approve the transfer.

Any category budgeted funds unexpended at the end of the fiscal year shall be given consideration by the Board in establishing the next fiscal year budget categories.

The budget will be completed in February and posted each year in the month of March.

At the regularly scheduled Board meeting in April, the Board shall have an open meeting for the discussion of the proposed budget by all members present.  At this meeting the proposed budget may be amended and put in final form for submission to the membership at-large for approval by member vote.

If the members approve the budget as proposed, the Board may assess the appropriate annual dues and special assessments against its members for the purpose of raising those funds to carry out the business of the Association.

If the members do not approve the budget as proposed, the Board may assess annual dues and special assessments equal to amounts assessed for the immediate past fiscal year for the purpose of raising those funds necessary to carry out the business of the Association for the next fiscal year.

ASSESSMENTS

The board may prescribe the time and manner of payment and collection.

Annual The dues are to be levied one (1) general assessment per lot or parcel.

Special assessments are to be levied per lot or parcel.

Delinquent dues and assessments shall become a lien upon the land of the delinquent member, under authority granted by MCLA 455.2219, and the Board may provide the manner and method of enforcing such lien.

Any special assessment approved by the membership shall be used only for the purpose approved and all special assessment funds collected and disbursed shall be controlled in accordance with standard accounting procedures and published with any and all audit reports and financial statements.

BILLING AND PAYMENT

The Board shall set the due date of dues and assessments.

It is the responsibility of the Treasurer  to mail or present a statement of the assessments to each of the members.

All dues and assessments shall be payable to the Association, and upon request, a receipt for each payment shall be given to the member.

DEFAULT

Any assessment shall be in default if such assessment is not paid to the Association in full on or before the due date for such payment as set by the Board.

If any assessment is in default, a 10% late fee and  8% per annum interest shall be added while in default.

The assessment in default, plus the late fee and interest, shall become a lien upon the land of the delinquent member prior to all other liens except a tax lien in favor of any  taxing authority and all sums unpaid on any first mortgage of record.

The lien may be foreclosed by suit brought by the Association in the same manner as a real estate mortgage foreclosure. 

The Association may bid upon the property at a foreclosure sale and acquire, hold, lease, mortgage or convey the property.

A suit to recover a money judgment for unpaid assessments may be maintained without foreclosing or waiving the lien securing the same.

The member in default shall also be responsible for reimbursing the Association for  all reasonable attorney fees and costs  associated with  enforcing or prosecuting the Association’s interests (liens, court costs, filing fees, recording fees or any other fees) connected with legal action for collection of assessments.

AUDITS

Except for privileged items, the  books of account of the Association shall be open for inspection by the members during reasonable working hours.

The books of account shall be audited no less than every second year by an independent outside certified  public accountant as designated by the Board.

The Board, at its discretion, may appoint an Audit Committee to select an outside certified public accountant to be approved by them.

top

ARTICLE 8

EXECUTION OF INSTRUMENTS, ETC.

CHECKS, ETC.

All bank accounts, investments, checks, drafts and orders for payment of monies shall be signed in the name of the Association.

Two (2) signatures of Board members shall be required on all checks, savings accounts, certificates, investments, etc.

CONTRACTS, ETC.  When the execution of any contract or instrument has been authorized by the Board  without specification of the executing officers, the President or Vice-President and the Secretary/Treasurer may execute the same in the name and on behalf of the Association.  Two (2) signatures will be required.

top

ARTICLE 9

INDEMNIFICATION

POWER TO INDEMNIFY – NON-DERIVATIVE ACTION  The Association shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he/she is or was a member, employee, agent, officer or trustee of the Association, or is or was serving at the request of the Association, as an agent, employee, officer or director of another corporation, partnership, joint venture, trust or enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner to the best interest of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

POWER TO INDEMNIFY – DERIVATIVE ACTION 

The Association shall have the power to indemnify any person who has or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he/she is or was a member, employee, agent, officer or trustee of the Association, or is or was serving at the request of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him/her in connection with the defense and settlement of such action or suit if he/she acted in good faith and in a manner he/she believed to be in or not opposed to the best interest of the Association, and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Association unless and only to the extent that the court in which action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably  entitled to indemnity for such expenses which such court shall deem proper.

INDEMNIFICATION OF EXPENSES 

To the extent that a member, agent, employee, officer or trustee of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the aforementioned Article 9.1 and 9.2, or in defense of any claim, issue or other matter therein, he/she shall be indemnified against expenses, including attorney’s fees actually and reasonably incurred by him/her in connection therewith.

AUTHORIZATION OF INDEMNIFICATION

 Any indemnification under above mentioned Articles 9.1 and 9.2, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the member, agent, employee, officer or trustee is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Articles 9.1 and 9.2.  Such determination shall be made:

by the Board of Trustees, by a simple majority vote of a quorum consisting of trustees who were not parties to such action, suit or procedures; or,

if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.

PAYMENT OF EXPENSES BEFORE LEGAL DISPOSITION 

Expenses, including attorney’s fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in above Article 9.4 upon receipt of an undertaking by or on behalf of the trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Association as authorized herein.

NOT EXCLUSIVE RIGHT 

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of disinterested trustees or otherwise, both as to action in his/her official capacity an as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a trustee, officer, employee or agent and shall inure to the benefit of heirs, fiduciaries and devisees of such person.

LIABILITY INSURANCE 

The Association may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the Association, of, is or was serving at the request of the Association as a trustee, officer, employee or agent of another corporation partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under these by-laws.

 INDEMNIFICATION OF FREEHOLDERS

In as much as all freeholders of land within the corporate jurisdiction of the Association are compelled either by deed restrictions or jurisdiction of the Association to become and remain members of the Association, they must be duly notified by the Association that by virtue of said ownership of such real property they may be exposed to liability for property damages or loss of life in a legal proceeding or suit following a failure of the Association dam.  Although the Board is empowered under Article 9.1 and 9.2 to indemnify each individual Association member from liability in the event of a catastrophic dam failure, it may in addition encourage each member to assume the obligation of indemnification on him/herself through increased liability limits of his/her homeowner’s insurance policy and/or by adding an umbrella endorsement.

top

ARTICLE 10

COMMITTEES

STANDING COMMITTEES

Will be created by the Board and its members will be appointed by the Board.

Will report to the Board and will be advisory only.

Will serve at the convenience of the Board.

The Board shall specify the following:

Responsibilities.

Authority.

Term.

Tenure.

Budget.

SPECIAL COMMITTEES

The Board may appoint a special committee  or committees (and its members) when deemed appropriate or advisable.

May be used to carry out any function as may be directed by the Board.

COMMITTEE CHAIRPERSON

Shall be appointed by the President, subject to approval of the Board.

A person who is not a member of the Association may be included on a committee if they are deemed by the Board to offer resources or counsel that further the purpose of the committee.

Each Chairperson shall be responsible for the  minutes kept at their committee meetings and shall  report to the Board at Board meetings.

ELECTION COMMITTEE

Will post a notice prominently in the Clubhouse concerning vacancies on the Board not less than ninety- (90) days preceding the next annual meeting.

Such notice will include the name and address of the committee chairperson to whom any written notice of candidacy shall be directed.

Will accept the written notice of any qualified member desiring to be a candidate for the Board  up to forty-five (45) days preceding the next annual meeting.

Will place the names of all candidates on the ballot in the order  that the names are drawn by lot.

Shall count all votes and make the results known.

Members’ of the Election Committee shall not be an immediate family member of  anyone on the Board of Trustees or  of any of the candidates.

May count all votes for Trustee candidates on the day before the Annual Membership meeting.

Are responsible for counting referendum and budget approval votes.

Its members shall be appointed by the Board.

top

ARTICLE 11

COMMON PROPERTIES

COMMOM AREAS   All areas within the corporate jurisdiction of the Association and which  may  be owned leased, and/or controlled  be owned by the Association.  They include,  but are not necessarily limited to:

The Lake Ogemaw dam and spillway.

The right-of way of roads dedicated in all Lake Ogemaw plats.

Parks dedicated in all plats.

The Clubhouse and grounds.

The boat launch and guardhouse located in Tern Park and the nearby seven and one-half (7-1/2) acres.

Lots acquired for a special purpose such as, but not limited to, enlarging parks.

Property acquired by the Association for investment, resale or future projects.

AUTHORITY TO ACQUIRE

The Board has the authority, under MCLA  455.204 of the Act, to acquire real and personal property in the name of the Association by dedication, purchase or gift, subject to a maximum of three hundred-twenty (320) acres as imposed by the Act.

The Board has the authority to refuse any gift of real or personal property.

The Board has the authority to lease real and personal property of others in the name of the Association.

AUTHORITY TO DISPOSE OF REAL PROPERTY The Board cannot sell, mortgage, give, grant, convey or lease any lands or any portion of any lands owned by the Association unless authorized by a majority vote of the membership at an annual or special meeting.

AUTHORITY OVER COMMON AREAS  The Board has the power to impose its orders rules and regulations which govern  its member’s use and enjoyment of the common areas and all real property owned or managed by the Association.  These orders, rules and regulations are published separately  from these by-laws and are available to members of the Association.

AUTHORITY TO PROSECUTE TRESPASSERS   The Board shall have full property owner’s rights over all common areas owned or leased by the Association and may, at its discretion, prosecute all non-members or the general public who are unlawfully trespassing on Association property.

top

ARTICLE 12

AMENDMENTS : ENFORCEMENT

The Association by-laws may be amended by referendum by the membership.

The Board also has the power to amend the by-laws as described by MCLA 455.212.

All approved amendments will take affect 10 days after approval  as provided in MCLA 455.212 and 455.213.

If the Association, through its Board, initiates court action to enforce these by-laws, the Act, or any of the Association’s Orders, rules or regulations, and the Association prevails in whole or in part, the member or members found to be in violation of (or who advocated an erroneous interpretation of) the Act, these by-laws, or any Order, or any rules or regulations of the Association shall pay the reasonable attorney fees and costs of the Association in pursuing or defending such court action.

top

ARTICLE 13

ROBERT’S RULES OF ORDER

All meetings of the Association, the Board of Trustees and committees shall be conducted under Robert’s Rules of Order provided that any specific provision in these by-laws or the Act  which conflict with the Robert’s Rules of Order will be deemed to override Robert’s Rules as to the by-laws specific provision of the by-laws or the Act.

top

ARTICLE 14

DISSOLUTION

Concurrence shall be obtained from the membership for dissolution for any reason by a referendum vote that conforms to the Act and the Association’s by-laws.  Additionally, a super majority is required.

In the event the State of Michigan exercises the power to enact dissolution, the above article 14.1 is invalid.

Upon dissolution of the Association, unless it is re-incorporated under a different Michigan statute  and the name is changed, the existing assets remaining after all outstanding debt is satisfied, shall be distributed to the membership on a basis per lot or owner.

All Association records shall be kept for the period of time as may be specified by local, state or federal government requirements.

The right to re-apply for incorporation shall be available should fifty-one percent (51%) of the landowners agree to implement this action, and the requirements of the State of Michigan are met.

top

ARTICLE 15

SEVERANCE

These by-laws shall be deemed severable and should any word, phrase, sentence or greater portion be held unenforceable by a Court of competent jurisdiction, that word, phrase, sentence or greater portion shall be deemed void and the remaining by-laws shall remain effective.

top

ARTICLE 16

ORDERS OF THE ASSOCIATION

AUTHORITY, PURPOSE AND ADMINISTRATION

The Association, acting by and through its Board, is authorized by  MCLA 455.209  and the by-laws  to enact Orders in addition to these by-laws.

Orders are rules, regulations and/or policies of the Board enacted to lawfully govern the Association and to achieve the goals and objectives and to discharge its responsibilities as stated in Article 1 of the by-laws.

The Board shall have the authority to enact only Orders that are reasonably necessary to exercise jurisdiction and police power over its membership and their lands as granted to the Association by the Act or these by-laws, and only to the extent that such Orders  help to promote the health, safety and welfare of its members.

Pursuant to Article 5 of the by-laws, wherein the Board is responsible to manage the affairs of the Association in all matters whatsoever, the Board therefore, has the power to enact, modify amend or repeal and to enforce any and all. 

Orders shall apply equally to all members and all properties located within the corporate jurisdiction (Article 3), whether or not they are owned by the Association or private property owned by its members.

16.1.6  Where Association Orders are more strict, restrictive,  or comprehensive than

 applicable state, county or township laws, codes or ordinances, Orders of the

 Association shall govern; however, it shall be the responsibility of the Association to enforce its own Orders by any suitable means.

16.1.7  The Association hereby incorporates by reference in its Orders all deed  restrictions, covenants running with the land, land use regulations, subdivision regulations and similar restrictions which benefit the Association that are of record and as they become of record in the future at the Ogemaw County Register of Deeds office. The Association shall not, however, be obligated to enforce any deed restrictions, covenants, land use restrictions, subdivision regulations, and similar restrictions which the Association did not consent to and which the Board does not believe are in the best interest of the Association.

16.1.8   Where legally authorized, the Board may elect to assist in forcing or prosecuting the laws,

   codes or ordinances of the public agencies sharing jurisdiction within the  corporate jurisdiction of the Association.

top

ARTICLE 17

ADOPTION

CERTIFICATION I, Cyril A. Schultz, Jr., being the duly elected Secretary of the current Board of Trustees of the Lake Ogemaw Summer Resort Association, do hereby certify the following:

These by-laws shall take effect ten (10) days after passage, subject to MCLA 455.212.

The aforementioned By-Laws were duly adopted by the aforementioned Board of Trustees and thus replacing the prior by-laws at a meeting on December 11, 2003

 by a majority vote (regular, special or annual)

MOTION TO ADOPT BY TRUSTEE  Charles Delorey

MOTION SECONDED BY TRUSTEE Gordon Findley 

AYES: All

NAYS:

MOTION CARRIED.

17.1.3  That the aforementioned By-Laws were duly ratified by a majority vote of members of the Association on , 2003 following proper notice as advised by counsel.

17.1.4 That the aforementioned updated By-Laws takes full force and effect on this date.

____________________________,2003

Cyril A. Schultz, Jr., Secretary

ACKNOWLEDGEMENTS

Bruce Royer, Chairman (writing, composition)

Anthony Buccinna, Trustee (commentary)

Charles Delorey, Trustee (writing, editing)

William Freeman, (writing, editing, typing)

Margaret Jezdimir, Trustee (commentary)

Edmond Kruger, (writing)

Clifton Powell, (writing)

Jean Royer, (typing, composition)

Cyril Schultz, Trustee and Secretary (writing, editor)

top

LAKE OGEMAW SUMMER RESORT ASSOCIATION BY-LAWS

 ARTICLE XVI

ORDERS FOR NUISANCE ABATEMENTS

 SECTION 1: Control of Pest Animals:    All structures shall be maintained in such manner as to prevent infestation of the residence interior by rodents and other pest animals both as to the structure interior and foundation.  

SECTION 2: Broken Windows:   Broken windows are not permitted in structures.  Any window that becomes broken shall be replaced with new glass within ten (10) days of breakage.  

SECTION 3:  Applicable Local and State:  All members shall comply with the requirements of the Ogemaw County and State Law including but not limited to laws relating to zoning and blight. In the event of conflict between zoning Ordinance  and these By-Laws, these By-Laws shall take precedence.

 SECTION 4:  Buildings:  Buildings must be of substantial construction and properly stained or painted , if wooden.  Vinyl or aluminum siding or skirting if used must be intact.  Buildings shall be kept in good repair and well maintained.  We do not differentiate between the status of a home that is occupied or vacant with the level of maintenance that a property must abide by.  A property must conform to Township, County ordinances and Lake Ogemaw Orders for nuisance abatements.

 SECTION 5: Grass:  For every property that has a building on it, the lawn shall not exceed 8 inches high.

 SECTION 6: Violation of Article XVI.  In the event that a member, resident or landowner violates this section, he shall be notified in writing at his last known address and by posting at the site in violation.  Owner shall have thirty (30) days to correct the violation.  After thirty (30) days the Board of Directors may take any of the following action:

A.    Assess fines of $10.00 per day until such time as the violation is removed. Such fines, if not promptly paid become part of the landowners association dues and shall be collectible in the same manner.

B.   Repair the violation and assign the cost to the landowner.  In the event such costs are unpaid after thirty (30) days, they may be collected in the same manner as association dues.

C.   File action in the Circuit Court of Ogemaw County seeding injunction.  Relief may include repair or demolition.  Costs of the lawsuit including attorney fees and costs of action undertaken by the Board pursuant to injunction may become a lien on the property.