ARTICLE I – NAME
1.1. The name of this organization shall be The Big Whitefish Lake Association.
ARTICLE II – PURPOSE
2.1. The purpose of this organization is to improve conditions around the lake and to render such services that will contribute to the enjoyment of all members twelve months of the year and particularly during the resort season.
ARTICLE III – MEMBERSHIP AND VOTING
3.1. Membership is based on ownership of a single family home or cottage dwelling (the "Property"), at least a portion of which is located within four hundred (400) feet of the water’s edge of Big Whitefish Lake, Pierson Township, Montcalm County, Michigan. The membership shall be in the name of one or more owners of the Property and ownership and membership by a husband or wife will automatically permit the spouse to participate in the membership.
3.2. Only one vote shall be permitted to each Property, irrespective of the number of names carried, and in the event of divided vote by those persons participating in the membership, a vote will be apportioned equally among those entitled to participate in casting the vote.
3.3. Majority. At any meeting of members, 51% of the members entitled to vote and present in person shall constitute a majority for the approval of the matters presented to the meeting, except as otherwise required herein or by law.
ARTICLE IV – DUES
4.1. Annual Dues. Each member of the Association, as a condition of membership, shall pay annual dues in an amount which shall be specified by the Board of Directors. Until the Board of Directors shall specify a different amount, annual dues are established at one hundred twenty five dollars ($125.00) and the Board of Directors shall not increase dues by more than twenty-five percent (25%) in any year without approval of the same by a majority vote of those members present at any regular or special meeting. Dues shall be payable within thirty (30) days after they are billed and after the same have been delinquent for a further period of thirty (30) days, the Board of Directors may, after ten (10) days’ notice to a delinquent member, suspend all or any portion of the rights and privileges of membership. Any member who is delinquent in dues for one (1) year will not be entitled to vote until current dues are paid.
4.2. Special Needs. The Board of Directors, at its discretion, may solicit and collect monies from its membership for special needs. Contributions by members are voluntary, but will be used for such purposes as the Board determines are in the best interest of the Association, including lake water management, directory patrons, land development, etc.
ARTICLE V – MEETINGS
5.1. Regular Meetings of Members. The Association shall meet twice each year, once in June (the "Spring Meeting") and once in August or September (the "Fall Meeting") at such date, time and place as may be designated by the Board.
5.2. Special Meetings of Members. Special meeting of members may be held at any time, on ten (10) days’ written notice to members, upon request of the President, Secretary, Board or any twenty-five (25) members (one signature per Property).
5.3. Directors. The Directors shall meet once a month during May, June, July and August and every other month thereafter during the balance of the year. These meetings will be held at the time and place as they may designate. They shall also hold meetings upon request of the President. A majority of Directors in office shall constitute a quorum.
5.4. Notice of Meetings of Members. Unless the date and time of any meeting is published in the Association Directory, at lease ten (10) days prior to the date of any meeting, written notice of the time, place and purpose of such meeting shall be mailed or delivered to each member entitled to vote at the meeting.
5.5. Attendance And Participation. Of the eight (8) annual Board of Director’s meetings, elected Directors shall be required to attend a minimum of six (6) of those Board meetings, unless formally excused by the Board President due to unforeseen circumstances. Further, elected Directors shall be required to actively participate and contribute on committee’s or special projects as directed by the Board President. Failure to meet this minimum requirement shall be grounds for removal from the Board of Director’s by majority vote of the Board.
ARTICLE VI – ELECTION OF DIRECTORS AND OFFICERS
6.1. The government of this organization shall be vested in a Board of Directors comprised of eleven (11) Directors. Election of Directors will be as follows:
(a) Term of Service is three (3) years.
(b) Term expirations are to be staggered so as to have four (4) expirations first year, four (4) expirations second year and three (3) expirations third year of the election cycle. (Effective upon approval of BWLA members at the spring general BWLA meeting-2011)
(c) At the Spring BWLA General Meeting, the expiring terms will be reviewed and nominations solicited for the Fall election. Nominations will remain open until the Fall BWLA General Meeting & Election.
(d) Every effort will be made to nominate Directors:
(i) who represent a cross-section of zones;
(ii) who are willing to commit to their full term or until the next election if they are a replacement;
(iii) who are willing to meet their Board responsibility for attendance and involvement in the Association activities.
(e) Election of Directors will be done by ballot at the Fall Meeting (the owners of each property who are members shall each be entitled to cast one vote).
(f) The top vote-getters will be declared elected.
(g) In the event of a vacancy, by resignation or otherwise, before completion of his/her term, the remainder of the Board shall select a replacement to serve until the next regular election, at which time an election will be held to fill the vacancy for the remainder of the original term.
6.2. The first regular meeting of the Board shall take place immediately after the Fall Meeting. The Directors shall elect from their number a President and Vice-President, Secretary and a Treasurer.
6.3. Continuity and sequence of officers to be elected shall be as follows: President, Vice-President, Secretary, Treasurer.
6.4. Officers shall be elected annually and take office at the first meeting of the Board of Directors following the Fall Meeting and hold office for one year from that date or until their successor shall be elected and qualified.
6.5. No person shall be eligible to serve as a Director or officer in this Association unless he or she is a member in good standing.
ARTICLE VII – DIRECTORS AND OFFICERS – POWERS AND DUTIES
7.1. The Board of Directors shall be responsible for the execution, through its officers and committees, of the authorized policies and activities of the Association. It shall:
(a) at the beginning of each fiscal year, adopt a budget in which the expenditures authorized for such year shall not exceed the anticipated income and the resources available for use during such ensuing year;
(b) authorize all expenditures, approve all bills for payment, and see that the proper books of account are kept by the Treasurer;
(c) cause a financial review to be made at such times and places as it may in its discretion deem fit and proper, and at least once in each fiscal year cause a statement to be prepared by an auditor and submitted to the
Board of Directors;
(d) designate the bank or other financial institution in which the funds shall be deposited and upon which checks shall be drawn, and the person or persons who shall sign all checks, (one of whom at least shall be the
(e) appoint one of the members of the Association to fill any vacancy that may occur, such appointed Director to act until the next annual election at which time a Director shall be elected to fill the remainder term of the
7.2. The President shall be the chief executive officer; shall preside at all Association and Board meetings; shall appoint all committees except as otherwise herein provided; and shall be ex-officio a member of each committee.
7.3. The Vice-President next in rank shall perform the duties of the President in case of the latter’s absence or disability. If for any reason there be a vacancy in the office of President, the Vice-President shall succeed in office for the remainder of the term. Vacancies in any other office shall be filled by the Board.
7.4. The Secretary shall keep minutes of all meetings; send all notices to members; make all required reports; and have general charge of the Association’s correspondence; and have general charge of the program of the meetings of the Association.
7.5. The Treasurer shall keep accurate account and record of all monies received and disbursed by him; deposit all monies in approved depositories; pay all bills when approved; complete and file any tax returns required; submit reports of all transactions and accounts at the regular meeting of the Board of Directors; and keep all records open for inspection by the office of the Association during business hours.
ARTICLE VIII – RULES AND AMENDMENTS
8.1. Parliamentary procedure at all meetings of the Association and its Board of Directors shall be in accordance with Robert’s Rules of Order.
8.2. The Articles of Incorporation of the Association and these By-Laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote, at any regular or special meeting of members; provided only that notice of the proposed amendment, alteration, change, addition or repeal shall have been mailed to each member (or posted on the website) at his last known mailing
address at least ten (10) days prior to the date of said meeting or said notice shall have been given at the last preceding meeting of members.
8.3. Any suggestion or proposition involving the expenditure of the Association money shall be referred to the Board of Directors.
8.4. No resolution committing the Association to any project shall be submitted to vote until it has been presented to the President in writing. The President may at his discretion refer any resolution to the Board of Directors for their approval before action is taken by the Association.
ARTICLE iX – INDEMNIFICATION
9.1. Actions. Subject to all of the other provisions of this Article, the Association shall indemnify any Director who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding as a result of or related to his actions on behalf of the Association. This includes any civil, criminal, administrative, or investigative proceeding, whether formal of informal. The Director shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the Director in connection with such action or suit if the Director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association or its members. However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the Association unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such Director is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
9.2. Proportionate Indemnity. If a Director is entitled to indemnification under Section 9.1 of this Article for a portion of expenses, including attorney fees, judgments penalties, fines and amounts paid in settlement, but not for the total amount, the Association shall indemnify the Director for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which Director is entitled to be indemnified.
9.3. Former Directors. The indemnification provided in this Article continues for a person who has ceased to be a Director, and shall inure to the benefit of the heirs, executors and administrators of Directors and former Directors.
9.4. Insurance. The Association may purchase and maintain insurance on behalf of any person who was or is a Director or officer of the Association. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Association would have power to indemnify against such liability under this Article or the laws of the State of Michigan.
9.5. Changes in Michigan Law. If there are any changes in the Michigan Statutory provisions applicable to the Association and relating to the subject matter of this Article, then the indemnification to which any person shall be entitled shall be determined by such changed provision.
As amended, approved and passed by the members of The Big Whitefish Lake Association, to be effective the 27th day of August 2011.
Kathy Gleason, Secretary