By Laws 2010

BYLAWS

Derby Lake Property Owners

Association

Amended and approved on May 30th, 2010

Article I. Name

Section 1. The name of this organization shall be the Derby Lake Property Owners Association (Association), a not for profit 501(c)3 organization of Sidney Township, Montcalm County, Michigan.

Section 2. The fiscal year of this Association shall be October 1 September 30.

Article II. Purpose

Section 1. The purpose of the Association is to identify, prioritize and organize lake water quality management programs which serve the shared interests of Derby Lake property owners.

Article III. Functions

Section 1. The Association shall promote the education of Derby Lake property owners regarding lake water quality issues and practices.

Section 2. The Association shall survey Derby Lake property owners to identify compelling lake water quality and other riparian concerns and implement programs to address those concerns in the best interests of the Members as appropriate.

Section 3. The Association shall organize social venues that foster interest and commitment to Derby Lake water quality and riparian stewardship.

Article IV. Membership

Section 1. Membership in the Association includes property owners on Derby Lake and property owners with deeded access to Derby Lake.

Section 2. The term “Member” is defined as one person or one group of persons whose name(s) appear on the property Deed and, have paid current “Association” dues. “One property, one vote.”

Section 3. For purposes of voting and discussion, each Member shall be equally privileged with one vote and reasonable opportunity to express views upon any policy, question, or decision at any attended meeting of the Membership or Board. Members must be present to vote (no absentee or proxy votes), and all voting will be by written ballot. A simple majority is sufficient to approve / pass any voted issue.

Section 4. The Membership year is the calendar year with dues payable to the Treasurer before January 1 each year. Dues are considered delinquent if not paid by April 1. Delinquent property owners are ineligible for purposes of attending meetings, voting and discussion.

Section 5. Withdrawal from the Association may occur at any time by a written notice from the withdrawing Member or from the Secretary.

Article V. Board of Directors

Section 1. The Board of Directors (Board) shall consist of six (6) Directors which are elected by Members and three (3) Officers which are elected by the Board. To ensure diversity of viewpoint and preserve equal voting privilege, no two owners of any property and no two family members (spouses, children, parents, in-laws) shall serve simultaneous terms.

Section 2. The Board is responsible for performing the Functions (Article III) of the Association and conducting the orderly procedures of the Association described in these Bylaws. In so doing, the Board is responsible for the affairs and funds of the Association.

Section 3. Any Board Member becoming ineligible for Association Membership shall automatically forfeit their position. Any Board Member missing two unexcused Meetings in a calendar year may be removed from the Board.

Section 4. The Board shall serve as the policy making committee of the Association directing the expenditures of the Association through the performance of Functions (Article III).

Article VI. Officers

Section 1. The Officers of this Association shall be President, Vice President and Secretary/Treasurer. Officers shall be elected by a majority vote of the Board immediately following the Association Annual Membership Meeting (“Annual Meeting”) each year. The Annual Meeting will be held on Memorial Day Weekend. Officers shall serve in that capacity for the succeeding year.

Section 2. If for any reason, the President is unable to perform, the Vice President shall immediately assume the position of President. The vacant position of Vice President shall then be filled by a majority vote of the Board. Any other position on the Board which is vacated during the year between Annual Meetings can either remain open or be filled by appointment by the Board at the discretion of the Board.

Section 3. The President shall preside at all Membership and Board meetings. In the absence of the President, the Vice President shall preside at Board Meetings. The Secretary/Treasurer shall receive all monies paid to the Association and shall keep an accurate record of Membership and all monies paid to the Association deposited in the bank account of the Association. The Secretary/Treasurer shall disburse all monies as approved by the Board. All expenditures of the Association shall be paid by check from the Association account and be signed by the Secretary/Treasurer. The Secretary/Treasurer shall make an oral report of the financial status of the Association at each Meeting of the Association Members and of the Board. A written statement of cash receipts and disbursements shall be prepared annually and made available to the Membership at the Annual Meeting. The Board will ensure that an annual audit of Association financial matters is conducted.

Article VII. Directors

Section 1. Directors shall serve on the Board for a period of three consecutive years; two Directors being elected from the Membership each year at the Annual Meeting. A former Director may be re-nominated and re-elected as a Director after the conclusion of their prior term of service.

Section 2. Directors will be responsible for the fact gathering, recommendations, implementation and communication of work conducted under the standing Committees of the Association.

Article VIII. Committees

Section 1. All Committees shall be appointed by the President and consist of three (3) or more Members including at least one Board Member acting as the Committee Chairperson. Association Members not on the Board will be encouraged to participate. Committee chairpersons shall provide written status of progress to the Board in advance of each Annual Meeting and Board Meetings.

Section 2. Standing Committees shall exist for each of the Functions (Article III) of the Association: “Education and Communications”, “Lake Water Quality and Riparian Management” and “Member Events”.

Article IX. Meetings

Section 1. The Annual Meeting shall be held on Memorial Day weekend, the date to be set by the Board and due notice sent to each Member. A quorum of the Association shall be no less than 25% of the entire Membership.

Section 2. Special meetings of the Membership may be called at the discretion of the President or when requested by any three (3) Board Members. All Members of the Association shall be notified of such a Meeting at least 30 days prior to the meeting date. Voting Members shall register with the Secretary of the Association immediately prior to any regular or special voting meeting.

Section 3. Meetings of the Board to be held the first Saturday of even numbered months or as called by the President. A quorum of the Board shall be no less than five (5) Board Members.

Section 4. Special meetings of the Board may be called at the discretion of the President or when requested by any three (3) Board Members. All Members of the Board shall be notified of such a Meeting at least 10 days prior to the meeting date.

Bylaws.

The Bylaws are available to Members. The Bylaws shall be reviewed each year by

the “Education and Communications Committee”. Proposed amendments to the Bylaws

must be approved by the Members at a Member Meeting by a 2/3 vote. At least 30 days

prior to such a vote, proposed amended Bylaws shall be made available to all Members

The rules contained in the current edition of “Roberts Rules of Order, Newly Revised”

shall govern the Association when they are applicable and when they are not inconsistent

with these Bylaws or any special rules of order the Association may adopt.

The Bylaws were initially drafted and approved by the Board on 10/20/1985.

Subsequently they were amended and then approved by the Membership on 5/24/2009.

This draft of the Bylaws was amended and then approved by the Membership on

5/30/2010.