ASSOCIATION BYLAWS OF
VINTAGE ESTATES HOMEOWNERS ASSOCIATION
APPLICABILITY OF THE BYLAWS
The Bylaws of this Corporation are established to provide rules for the operation of the Association which has been established pursuant to the provisions of an Agreement for Subdivision Open Space between the developer of Vintage Estates Subdivision and the City of Rochester Hills, Michigan.
“Association” shall mean and refer to the VINTAGE ESTATES HOMEOWNERS ASSOCIATION, a Michigan non-profit corporation, its successors and assigns.
“Properties” shall mean and refer to Blue Grass Park, a common area designated in the plat of Vintage Estates as recorded in Liber 206 of Plats, pages 35 through 38, inclusive, Oakland County Records.
“Lots” shall mean and refer to any subdivided lot in Vintage Estates Subdivision or such additional lands as may be included pursuant to the provisions of paragraph 19 of the Agreement for Subdivision Open Space Plan (the “Open Space Plan”) between the Developer of Vintage Estates and the City of Rochester Hills.
“Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the owners, including Blue Grass Park and the entranceway to the Subdivision, the Dutton Road Right-of-Way and other common rights of way within the Subdivision including the center of the cul-de-sac.
“Owner” shall mean and refer to the recorded owner, whether one or more persons or entitles, of the fee simple title to any lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
“Member” shall mean persons who are owners of lots. Qualification for membership shall be governed by the provisions of Section 19 of the Declaration of Covenants, Easements, Building and Use Restrictions (the “Restrictions”). Each party owning a lost shall be a member. A party owning multiple lots shall be entitled to a separate membership as to each lot.
VOTING, MAJORITY OF OWNERS, QUORUM, PROXIES
Voting. Each member shall have one vote.
Quorum. Except as otherwise herein provided, the presence in person or by proxy of fifteen (15%) percent of the total lot owners of Vintage Estates Subdivision, as that membership may be expanded pursuant to the provisions of Section 19 of the Open Space Plan, shall constitute a quorum.
Proxies. Votes may be cast in person or by proxy. Proxies must be filled with the Secretary before the appointed time of each meeting. Votes may also be cast by a writing duly signed by the member.
QUALIFICATION OF MEMBERS
A. Each lot owner or land contract vendee of Vintage Estates Subdivision shall be a member of the Association. No other person or entity shall be entitled to a membership.
B. The Developer or their assigns shall be entitled to membership in the Association and shall be entitled to vote on the basis of one vote for each lot owned only so long as the Developer owns a lot in the subdivision.
C. Each lot owner or land contract vendee, including the developer, shall have one vote for each lot owned. Upon transfer of a lot by the owner, the new owner is qualified for membership in the Association upon recording of Deed or land contract assignment with the Register of Deeds for Oakland County, MI. The former owner, other than the Developer, thereupon shall cease to be a member and shall no longer be entitled to any rights or privileges in the Association whatsoever.
D. For purposes of this paragraph, Subdivision shall be deemed to include Vintage Estates Subdivision as recorded in Liber 206 of Plats, pages 35-38, Oakland County Records and as said Subdivision shall be enlarged pursuant to Section 24 of the Restrictions of Vintage Estates Subdivision as recorded in Liber 10883, pages 542 through 554 Oakland County Records.
Association Responsibilities. Owners of the Lots will constitute the Association of Owners (hereinafter referred to as the “Association”) who will have the responsibility of administering the project, approving the annual budget, establishing and collecting monthly assessments.
Place of Meeting. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the co-owners as may be designated by the Board of Directors
Annual Meetings. The first annual meeting of the members of the Association shall be called by the Developer no later than the date on which sixty-five (65%) percent of the Lots in the Subdivision have been sold to owners (other than builders for the purpose of constructing homes), or four (4) years from the date of the recording of the plat of Vintage Estates, whichever first occurs. For purposes of this Section, the date of the first annual meeting shall be calculated as the date when the total lots referred to in paragraph 19 of the Open Space Plan have been sold and conveyed to the owner-users. Sales and closings to builders for resale to an owner-user shall not be included.
Special Meetings. It shall be the duty of the President to call a special meeting of the members when requested in writing by three (3) members of the Board of Directors or upon a petition signed by twenty-five (25%) percent of the members of the Association. Notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths (4/5ths) of the co-owners present at such meeting.
Notice of Meeting. After the first annual meeting of members, it shall be the duty of the Secretary to serve a notice of each subsequent annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each co-owner of record, at least ten (10) days prior to such meeting.
Adjourned Meetings. If any meeting of members cannot be held because a quorum is not in attendance, the members who are present may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
Order of Business. The order of business at all meetings of the owners of units shall be as follows:
A. Roll Call
B. Proof of notice of meeting or waiver of notice
C. Reading of minutes of preceding meeting
D. Reports of officers
E. Report of committees
F. Election of inspectors of election
G. Election of directors
H. Unfinished business
I. New business
Voting. Voting at all elections shall be by secret ballot, unless a nomination is made by acclamation.
Rules for the Conduct of the meeting. All meetings of co-owners shall proceed in accordance with the provisions of Robert’s Rules of Order.
BOARD OF DIRECTORS
Number and Qualification. The affairs of the Association shall be governed by a Board of Directors composed of five (5) persons, all of whom must be members of the Association, except as provided in Section 2 hereof.
Incorporators as Board of Directors. The incorporators shall serve as the first Board of Directors, and they shall maintain, manage and administer the affairs, the real estate and other property of the Association until their term of office terminates as provided in Article III, Section 3 hereof. Successive Board of Directors shall retain all such powers and duties necessary for the administration of the Association.
Powers and Duties. The Board of Directors shall, from time to time, make and adopt such reasonable regulations regarding the use and enjoyment of Blue Grass Park.
Election and Term of Office. At the first annual meeting of the members of the Association, the term of office of two (2) directors shall be fixed for three (3) years. The term of office of two (2) Directors shall be fixed for two (2) years, and the terms of office of each respective Director, his successor shall be elected to serve a term of three (3) years. The Directors shall hold office until their successor have been elected and hold their first meeting.
Vacancies. Any vacancy in any Board of Directors caused by any reason, other than the removal of a Director by a vote of members of the Association, shall be filled by vote of the majority of remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association to act for the unexpired term of his predecessor, or until his term would otherwise terminate.
Removal of Directors. At any regular or special meeting of the Association duly called, any one or more of the Directors may be removed with or without cause by a majority of the members and a successor may then and there be elected to fill the vacancy thus created. Any Directors whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.
Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year. Notice of the regular meetings of the Board of Directors shall be given to each Director, personally by mail, telephone or telegraph, at least five (5) days prior to the date named for such meeting.
Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by him of the time and place thereof. If all Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn from time to time.
At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Fidelity Bonds. The Board of Directors shall require that all officers and employees of the Association handling or responsible for the Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be expenses of administration.
Designation. The principal officers of the Association shall be a President, a Vice President, who shall be members of the Board of Directors, and a Secretary and a Treasurer. The Directors may also appoint such other Assistant Treasurers and Assistant Secretaries as in their judgement may be necessary. Any two officers except that of President and Vice President may be held by one person.
Election of Officers. The Officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all the general powers and duties which are usually vested in the office of President of an Association, including but not limited to the power to appoint committees from among members of the Association from time to time as he may in his discretion deem appropriate to assist in the conduct of the affairs of the Association.
Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent of unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of the Secretary.
Treasurer. The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies in such depositories as may, from time to time, be designated by the Board of Directors. All funds shall be deposited in a bank to be withdrawn only by designated officers of the Association. In the alternative, operating funds may be withdrawn from appropriate bank accounts by properly designated officers of the professional managing agent, if applicable.
Other Duties and Powers. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Powers. The Board of Directors shall have the power to:
A. Adopt and publish rules and regulations governing the use of Blue Grass Park and the personal conduct of the member and their guest thereon.
B. To levy assessments for the annual maintenance of Blue Grass Park and to provide appropriate funds for the operation of the Association. Assessments shall comply with the provisions of Section 20 of the Restrictions. Annual assessments shall not be less that Fifty ($50.00) Dollars nor more than Two Hundred Fifty ($250.00) Dollars applicable to each Lot.
C. To establish special assessments as may be needed to cure operating deficits and for capital improvements. No special assessments shall exceed $250.00 per member unless approved at a regular or special meeting of the members called for that purpose.
D. To exercise, administer and enforce the provisions of the Building and Use Restrictions.
E. To establish rules, regulations and policies for the operation of the Association pursuant to the authority of Section 20 (C) of the Restrictions.
Duties. The Board of Directors shall have the following duties:
A. To establish an annual operating budget;
B. To establish annual assessments applicable to each member and for purposes of providing funds necessary to fulfill the operating expenses provided in the budget. All assessments, regular or special, must be equally distributed among all members.
C. To file a lien against the lot of any member who is delinquent in the payment of assessments (regular or special) pursuant to the provisions of Section 20 of the Building and Use Restrictions and, if appropriate, to commence appropriate proceedings for the foreclosure of such liens.
D. To exercise all authorities and obligations delegated to the Association in the Building and Use Restriction
Fiscal Year. The fiscal year of the Association shall be on a calendar year basis, or such other basis as may be adopted by the Board of Directors, in accordance with the conditions of the Bylaws.
Amendments to the Corporation Bylaws. Amendments to the corporation Bylaws can be proposed by the Board of Directors or by 1/3 of the members. The Bylaws can be amended by an affirmative vote of 2/3 of the members