Welcome to MPBCA
BYLAWS
A 501(c)7 Incorporation
ARTICLE I: Name and purpose
Section 1: Name:
Maple Pointe Beach Combined Association (hereafter referred to as the “Association”) which is a voluntary, registered, non-political and non-profit Association of property owners (hereafter referred to as “Members”) in the Maple Pointe Beach Subdivision and Maple Pointe Beach Annex who share a mutual interest in the upkeep of the lakefront properties they hold in common.
Section 2: Purpose:
To improve the real estate included within Maple Pointe Beach and Maple Pointe Beach Annex (now known as Maple Pointe Beach Combined Association) subdivisions of Commerce Township, Oakland County, Michigan; to enforce restrictions in connection with said subdivisions; to protect property rights of owners of lots in said subdivisions, and generally to promote the welfare of owners of property in said subdivisions; to acquire and dispose of real and personal property; and to do anything necessary and proper to foster community spirit, protect the environment, promote amity and harmony and to carry on social and recreational activities, and to do anything necessary, proper and incidental to accomplishment of these goals.
ARTICLE II: Membership
Section 1: Membership
Association membership shall be restricted to persons who own property in Maple Pointe Beach Subdivision or Maple Pointe Beach Annex. Each person named on the property deed is entitled to one Membership of the Association.
Section2. Associate Membership
Members may assign their memberships, in the form of Associate Memberships, to their tenants for the time that such tenants reside in Maple Pointe Beach Subdivision or Maple Pointe Beach Annex. Tenants so assigned shall have all the privileges and obligations of members except they shall not be entitled to vote at meetings or any ownership interest in the assets of the Association. Associate memberships shall revert to property owners immediately upon termination of the owner/tenant relationship.
ARTICLE III: Meetings
Section 1: Annual Meeting
An annual meeting of the Members shall be held each year before April 30th for the purpose of transacting the business of the Association. One of the purposes of this meeting will be the election of officers as their term expires.
Section 2: Order of Business at Annual Meeting
(a) Roberts’ Rules of Order shall be in authority for procedure in conducting meetings when not in conflict with the By-Laws.
(b) Members may (must) submit agenda items to any Board member up to two (2) weeks prior to the Annual Meeting.; agenda to be determined by the Board.
(c)The order of business at the annual meeting of members shall be as follows:
i. Call to order
ii. Reading of notice/agenda
iii. Presidents Report
iv. Reading of minutes of last annual meeting by secretary
v. Treasurer’ Report
vi. Nomination/election of officers
vii. Other business mentioned in notice
viii. Adjournment
(Order may vary at the Boards discretion)
Section 3: Notice of Annual Meeting of Members
At least thirty (30) days prior to the date of the Annual Meeting of members, written notice of the date, time, and place of the Annual Meeting shall be posted at the Main Beach. Subject to the availability of volunteers and/or funds, members may also receive written notice of the meeting via U.S. mail or hand delivery,
Section 4: Membership Meeting Quorum
A membership quorum shall consist of all Association members attending the in person or by duly registered proxy. All matters put before the membership for a vote shall be considered passed if approved by a majority of the Attending Members who vote.
Section 5: Special Meeting of Members
A special meeting of the members may be called at any time by the President or by a majority of the Board of Directors by specifying, in writing, the purpose, date, time, and place of such meeting. Upon receipt of such information, signed by the President or by a majority of the Board of Directors, the Secretary shall prepare and distribute the notices requisite to such a meeting.
Section 6: Notice of Special Meeting of Members
At least (3) days prior to the date of any special meeting of members, written notice of time, place and purpose of such meeting shall be posted at the Main Beach.
Section 7: Organizational Meeting of the Board
Immediately following the Annual Meeting or in a timely transition period following same, the Board of Directors as constituted shall convene for the purpose of transacting any business properly brought before it.
Section 8: Meeting of the Board
One half (1/2) of the entire voting membership of the Board of Directors shall be required to be present at any meeting to constitute a quorum. An act of the majority of the Directors present at a meeting at which a quorum is present is an act of the Board.
Section 9: Meetings of the Board with Unfilled Vacancies
In the case that the Board of Directors is operating at a number of less than eight (8), due to unfilled vacancies, any special or regular meeting of the Board may be convened with a majority of the members actively serving on the Board.
Section 10: Regular Meetings of the Board
Regular meetings of the Board of Directors shall be held not less than once every two (2) months (quarterly), at such time and place as the Board of Directors shall designate. No notice of the regular meetings of the Board shall be required to Members.
Section 11: Special Meetings of the Board
Special meetings of the Board of Directors may be called by the President or at the request of any two (2) Directors and shall be held at a time and place designated by the Board. Each Director shall be notified of the time, place and purpose of any special meetings.
ARTICLE IV: Voting, Elections and Proxies
Section 1: Who is Entitled to Vote
Except as the articles or an amendment or amendments thereto otherwise provide, each member in good standing of this Association shall, at every meeting of the members, be entitled to one vote in person or by proxy upon each subject properly submitted to vote.
Section 2: Proxies
No proxy shall be deemed operative unless and until signed by the member and filed with the Association. In the absence of limitation to contrary contained in the proxy, the same shall extend to all meetings of the members, and shall remain in force three (3) years from its date and no longer.
Section 3: Vote by Member Corporation
Any other corporation, owning membership in this Association, shall have the same voting privileges as any other member of this Association. The voting privileges shall be limited to the President, or a duly appointed representative of that corporation.
Section 4: Inspectors
Whenever any person entitled to vote at a meeting of the members shall request an inspection appointment, a majority of the members present at such meeting and entitled to vote thereat shall appoint not more than three inspectors, who need not be members. If the right of any person to vote at such meeting shall be challenged, the inspectors shall determine such right. The inspectors shall receive and count the votes either upon an election for the decision of any question and shall determine the result. Their certificates of any vote shall be prima facie evidence thereof.
ARTICLE V: Board of Directors
Section 1: Management of the Association
The business, property and affairs of this Association shall be managed by an eight (8) person Board of Directors composed of four (4) officers and four (4) trustees who shall be members of this Association.
Section 2: Election of Officers/Directors
Directors shall be elected by the members at the Annual Meeting. Each Officer shall be elected for a term of two years as specified in Section 3, each trustee shall be elected for a term of one (1) year.
Section 3: Officers./Directors
The officers shall be elected for two (2) year terms each. In order to maintain continuity, the President and the Treasurer shall be elected in even numbered years. The Vice-president and the Secretary shall be elected in odd numbered years. In the event that there is a vacancy out of sequence, reference Article 5, Section 3 VACANCIES.
Section 4: Effective Date for Term of Office
Newly elected Directors shall begin their terms of office on the first day following the meeting at which they are elected.
Section 5: Compensation
All members of the Board of Directors and members of the Association are volunteers and shall serve without compensation.
Section 6: Vacancies
Vacancies in the Board of Directors shall be filled by appointment made by the remaining Directors with a 2/3 vote at the next regular or at any special meeting of the Board of Directors duly called for such purpose. Each person so appointed shall remain a Director until his successor has been elected by the members, who may make such election at the next annual meeting, or at any special meeting duly called for such purpose.
Section 7: Action by Unanimous Written Consent
If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid as though it had been authorized at a meeting of the Board of Directors.
Section 8: Attendance Requirements
Any member of the Board of Directors who is not in attendance at three (3) consecutive meetings may be removed from office by majority vote at any regular or special meeting of the Board as provided heretofore.
Section 9: Removal of Officers and Agents
Any officer or agent may be removed by the Board of Directors whenever, in the judgment of the Board, the business interests of the Association will be served thereby. Removal of any officer or agent shall be made by a majority vote at the next regular or at any special meeting of the Board of Directors duly called for such purpose.
Section 10: Delegation of Powers
For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers of any officer to any other officer or director, but no officer or director shall execute or acknowledge or verify any instrument in more than one capacity.
Section 11: Power to Appoint Other Officers and Agents
The Board of Directors shall have the power to appoint such other officers and agents as the Board may deem necessary for the transaction of the business of the Association.
Section 12: Power to Appoint Executive Committee
The Board of Directors shall have the power to appoint by resolution and executive committee composed of two (2) or more directors who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the Association between meetings of the Board.
Section 13: Power to Require Bond
The Board of Directors may require any officer or agent to file with the Association a satisfactory bond conditioned to faithful service of duties.
Section 14. Committees
There shall be committees created as the Association deems necessary. The members of such committees shall be approved by the Board of Directors with such duties as the Board of Directors shall determine.
ARTICLE VI: Officers
Section 1: President
The President shall be elected by and from the membership of the Association. He shall be the chief executive officer of the Association. He shall prepare the agenda, establish the date and time, and preside over all meetings of the Board and of the members. He shall have general and active management of the business of the Association and shall see that all orders and resolutions of the Board are carried into effect. He shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management generally vested in the Office of President of an Association. He shall be responsible for insuring all of the audits are performed.
Section 2: Vice-President
The Vice-president shall be elected from the membership of the Association. In the absence or disability of the president, the vice-president shall perform the duties of the president and exercise the powers of the president. The Vice-president shall keep or cause to be kept a current and accurate membership and key list and shall cause notices for renewal of membership to be given.
The Vice-president shall be master of the locks and shall be the keeper of the keys. It will be the responsibility of the Vice-president to maintain the Lock Protocol and the census of members who are members. The Vice president shall be responsible for presenting an audit of keys and collections made at the end of the fiscal year. If required by the Board, he shall deliver to the President of the Association, and shall keep in force a done in form, amount, and with a surety or sureties satisfactory to the Board, conditioned to the faithful performance of the duties of his office, and for restoration of funds to the Association in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and property of whatever kind in his possession or under his control belonging to the Association. Reservations for pavilion shall go thru this office.
Section 3: Secretary
The Secretary shall attend all meetings of the members and the Board of Directors, and of the executive committee, and shall preserve in books of the Association true minutes of the proceedings of all such meetings. He shall give all notices required by statutes, by-law, or resolution. He shall have custody of the documents, records and archives of the Association; insuring their proper and timely transfer to his successor. He shall perform such other duties as shall be delegated to him by the Board of Directors or the President.
Section 4: Treasurer
The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the Association a full and accurate account of all receipts and disbursements; he shall deposit all monies, securities and other valuable effects in the name of the Association in such depositories as may be designated for that purpose by the Board of Directors. He shall disperse funds of the Association as may be directed by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, and whenever requested by them, an account of all his transactions as treasurer and all the financial conditions of the Association. If required by the Board, he shall deliver to the President of the Association, and shall keep in force a done in form, amount, and with a surety or sureties satisfactory to the Board, conditioned to the faithful performance of the duties of his office, and for restoration of funds to the Association in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and property of whatever kind in his possession or under his control belonging to the Association. The Treasurer will conduct a year end audit after the 4th quarter, closing the fiscal year.
Section 5: Trustees
Four (4) trustees, members of the Association and duly elected by the General Membership, shall be full voting members of the Board of Directors. Trustees shall coordinate and participate in various Association activities; perform audits and such other duties as the Board shall prescribe.
Section 6: Transition
Outgoing officers shall work with incoming officers to provide an orderly transition of leadership.
ARTICLE VII: Execution of Instruments
Section 1: Payments
All checks, drafts, and orders for payment of money shall be signed in the name of the Association and shall be counter-signed by such officers or agents as the Board of Directors shall from time to time designate for the purpose.
Section 2: Contracts and Conveyances
When the execution of any contract, conveyance, or any other instrument has been authorized without specification of the executing officers, the president, or vice-president, and the secretary may execute the same in the name and behalf of this Association. The Board of Directors shall have the authority to execute any instrument in the name of the Association.
ARTICLE VIII: Dues/Assessments
Section 1: Dues/Assessments
The Association shall be financed by annual and other dues and assessments, which shall be collected from members of the corporation and owners of property(s), as determined from time to time by the Board of Directors. The dues are payable in advance.
ARTICLE IX: Fiscal Responsibilities
Section 1: Fiscal Year
The fiscal year of the Association shall begin January 1 and end December 31 of each year.
Section 2: Proposed Budget
It shall be the responsibility of the Board of Directors to make available to the membership a proposed budget of expenditures for the ensuing fiscal year at the annual meeting.
ARTICLE X: Miscellaneous
Section 1: Amendments
These by-laws may be amended at any meeting by a two-thirds (2/3) majority vote of the Attending Members who vote. Notice of the proposed amendment(s) shall be posted at the main beach thirty (30) days prior to the meeting and notice of the meeting shall be given in accordance with the procedures defined herein.
a. Board must review by-laws every two (2) years.
Section 2: Indemnification
Nothing in these by-laws shall create personal liability for any breach of duty by any officer.
Section 3:
In the event that any Article or Section of these by-laws or any portion thereof shall be or become legally invalid or unenforceable, such invalidity or unenforceability shall not affect or invalidate any other Article or Section of these By-laws.
Section 4: Season
The Board will maintain the summer season as defined as the first week prior to Memorial Day Weekend through the first week following Labor Day. The grass cutting will be continued, at the discretion of the Board, as necessary to comply with ascetic and legal standards.
Changes submitted and accepted by the Board on March 19, 2012
Changes posted on bulletin board at Main Beach on March 20, 2012
Ratified at Annual Meeting April 19, 2012 by unanimous vote of residents
Changes to Article III Section 1 and Article VIII Section 2 ratified at Annual Meeting on 4/23/2013
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The pronouns “he,” “him,” “his,” etc are utilized generically throughout this document. Each position is open to an Association member without regard to sex, race, religion, or political affiliation.