BY LAWS OF

CROSS  CREEK HOMEOWNERS  ASSOCIATION,

A  MICHIGAN  NON-PROFIT   CORPORATION

 

Sec. 1    Name and organization.   This organization, named in its Articles of Incorporation as "Cross Creek Homeowners Association" (hereinafter called "Association"), is a Michigan non-profit corporation with a perpetual corporate term, organized and existing pursuant to appropriate enabling legislation.         

 

Sec. 2    Office   The registered office of the Association shall be maintained in the County of Oakland, State of Michigan, and may be changed from time to time by resolution of the Board of Directors.

 

Sec. 3    Purposes.   The purposes and powers of the Association are as follows:

3.1        To supervise, maintain and establish rules and regulations governing the use of the Subdivision, lots, Common Areas, storm water retention areas, discharge restriction system and rear yard drains.

3.2         To interpret, implement and enforce the Building and Use Restrictions ("Restrictions ") recorded in Liber 10428, Pages 637 through 644, Oakland County Records and in Liber 12333, Pages 576 through 579, Oakland County Records.

3.3         To operate, maintain, manage, improve, preserve and administer the Subdivision, Common Areas, storm water retention areas, discharge restriction system and rear yard drains within the Subdivision in accordance with these By-Laws and Restrictions.

3.4         To promote the welfare of its members by maintaining and beautifying the Subdivision, promoting and advancing the interests of the Owners, establishing programs and policies to improve the subdivision and assist the Owners.

3.5         To engage in all activities incidental to the above purposes which are not forbidden by the laws of the State of Michigan.

 

Sec. 4  Membership . The members  of the Association  shall include all of the owners of the lots comprising Cross Creek Subdivision No. 1, according to the plat thereof as recorded in Liber 198, Pages 24 through 28, Oakland County Records and Cross Creek Subdivision No. 2, according to the plat thereof as recorded in Liber 217, Pages 26 through 33, Oakland County Records. The term "Owners", for the purposes of this Section, shall include an owner or co-owner in fee simple and, in the case of an executory land contract of sale, the land contract vendee or co-vendee. The term "Owner" shall not include any mortgagee, unless and until such mortgagee shall have acquired fee simple title pursuant to Foreclosure proceedings or conveyance in lieu of foreclosure.               

 

Sec. 5    Meeting of Members.

5.1         Meetings of members shall be held annually on a date, time and place which shall be designated by the Board of Directors for the purpose of transacting such business as shall be stated in the written notice of the meeting.

5.2         Special meetings of the members may be called at the request of a majority of the Board of Directors, or upon written petition filed with the President setting forth the purpose or purposes of such special meeting signed by not less than ten (10%) percent of the members in good standing. The Board of Directors shall fix the date, time and place for holding of such special meeting.

5.3         Notice of meetings of members shall be given by first class mail or by personal delivery or other means reasonably calculated to give notice to each member at his residence address at least five (5) days prior to the date of such meeting. Such notice shall state the purpose or purposes of such meeting. Notice by mail shall be effective when deposited into a United States Postal Service receptacle located in Oakland County, Michigan.

5.4         The presence, in person, by absentee ballot, or by proxy representing twenty five (25%) percent of all lots shall constitute a quorum for holding a meeting of the Association. In the absence of a quorum, no business may be transacted at any meeting, but the members present, by majority vote, may adjourn the meeting without further notice. The acts of a majority of the members present at a meeting at which a quorum is present shall be the official act of the members.

5.5         Members shall be entitled to one (1) vote for each lot in which they hold the interest required for membership. When more than one (1) person holds any such interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast to any one (1) lot.

 

Sec. 6    Board  of  Directors.  The property and the lawful business of the Association shall be held, controlled and managed by a Board of Directors consisting of eleven (11) Directors, one     (1) Director elected from and by Association members residing in each of the eleven (11) Cross Creek zones identified on attached Exhibit "A". Election of Directors     to represent each Cross Creek zone shall be conducted at a time and place and in a manner established by the Board of Directors, providing each zone member has the opportunity to register a     vote either in person or by absentee ballot. Zone Directors shall be elected prior· to the annual "meeting of members".

Should any zone fail to elect a zone director in accordance with this provision, the position shall be deemed vacant and shall be filled accordingly. The Board of Directors shall be elected by the members and shall hold office for a period of one (1) year or until their respective successors are duly elected and qualified. Directors shall be members of the Association in good standing.

 

Sec. 7    Meeting of Board of Directors.

7.1         Meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons calling meetings of the Board of Directors shall fix the place, date and time for the holding of such meeting.

7.2         Notice of meetings of the Board of Directors shall be given at least two (2) days previously thereto by written ·notice delivered personally to each Director at his residence address. Any Director may waive notice of any meeting in writing.

7.3         A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Sec. 8  Vacancies, Board of Directors.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors is present. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Should a vacancy occur in a Director position representing a Cross Creek zone the remaining Directors prior to appointing a replacement Director from outside the zone shall make reasonable effort to fill the unexpired term with a member from the zone in which the vacancy occurred.

 

Sec. 9  Officers. The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer.

 

Sec. 10 Election, Term of Office.  The officers of the Association shall be elected by the Board of Directors.  Each officer shall hold office for a period of one (1) year or until the officer’s successor shall have been duly elected and shall have qualified.

 

Sec. 11  Removal.  Any officer may be removed by majority vote of the Board of Directors whenever in its judgement the best interests of the Association will be served thereby.

 

Sec. 12  Vacancies ,   Officers .   A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

 

Sec. 13 President . The President shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Association. The President shall, when present, preside at all meetings of the members and the Board of Directors. 'The President may sign, with the Secretary, when authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors by resolution from time to time.

 

Sec. 14    Vice President. In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers and be subject to all of the restrictions upon the President.  The Vice President shall perform such other duties as from time to time be assigned to him or her by the President or by the Board of Directors.

 

Sec. 15   Secretary.  The Secretary shall keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose and shall see that all notices are given in accordance with the provisions of these By-Laws or as required by law. The secretary shall be custodian of the Association records and shall keep a register of members with their addresses and shall sign, with the President or Vice President, any documents or written instruments, which have been authorized to be executed by resolution of the Board of Directors. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

 

Sec. 16  Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds of the Association, shall receive and give receipts for money due and payable to the Association from any source whatsoever and shall deposit all such moneys in the name of the Association in such banks as shall be selected in accordance with the provisions of these By-Laws. All checks drawn upon Association accounts shall be signed by the Treasurer and one additional officer of the Association.   The Treasurer shall keep detailed  books  of  account  for  all expenditures  and  receipts  and  shall prepare  income and  expense  statements and  a  balance sheet    at  least annually. The  Treasurer  shall  in  general  perform  all  of  the  duties  as may  from  time  to  time be  assigned  to  him  or her  by  the  President or by the Board of  Directors .

 

Sec.  17 Dues and Assessments.

17.1 The Board of Directors of the Association shall adopt  an  annual  budget  of  the  costs  and  expenses to be incurred by the  Association  to  fulfill  its   purposes,  which budget shall   include an adequate allowance f or the maintenance of the Common  Areas, storm water retention areas and discharge restriction system  and  rear  yard  drains   with   the   Subdivision. The Board of  Directors  shall levy  upon  the  Owners  of each lot, on a "per lot" basis annual assessments and special assessments,  when  necessary,  to  fund  the budget and pay  all  administration  and  operating expenses  of  the  Association .

17.2  Administration and operating expenses shall include all costs  and  expenses  incurred  in  connection with the Common Areas and Subdivision, including, but not  limited to :

( a )      operating,  maintaining, improving and  preserving the      Subdivision, Common Areas, storm water  retention  areas  and  discharge  restriction system  and  rear  yard  drains  within  the  Subdivision ,  

( b )     examining plans and enforcing the Building and Use Restrictions ,  

( c )       operating  the  Association , including the payment of postage, rental of meeting quarters, payment of legal  fees, accounting, secretarial and  clerical expense, liability and  property damage insurance and  any  other  necessary insurance, filing and franchise fees and any other expenses necessary  or  incidental  to  the  operation  of  the  Association ,             

 ( d )       doing  all  things  necessary  or  advisable in the opinion  of  the  Board of  Directors  necessary  or incidental to fulfilling the purposes of the Association .

17.3  The  Board  of   Directors  shall  advise  the  owners of  each  lot  of  the  amount  of  the  annual  assessment and any special assessment and the date upon which payment is  due .    No   owner may obtain an   exemption from liability f or annual assessments and special assessments by waiving the use or enjoyment of the Common Areas or Subdivision or by the abandonment of such Owner's lot. All annual assessment s and special assessments shall constitute an obligation which is binding upon and shall run with each lot in the Sub­ division.  Any Owner failing to   timely   pay   such annual assessments and special assessments shall be a delinquent member and not in good standing.

17.4       In the event of non-payment of any annual assessment or special assessment when due, the Association shall have the right to exercise any one or more of the following remedies including all remedies permitted at law or in equity without such constituting an election of remedies:

A.           Upon a resolution of the Board of Directors, expel and dismiss any delinquent member from- membership in the Association resulting in the forfeiture of all rights and privileges incident to such membership. - The- delinquent member- shall- be given written notice by certified mail of the date upon which such forfeiture shall become effective unless the delinquent member pays in full all delinquent annual assessments or special assessments on or before such date.

B.           File a lien upon such lot by recording the appropriate lien with the Oakland County Register of Deeds.

C.           Enforce the collection     of the delinquent annual assessment and special assessment by suit at law for a money judgement and/or by the foreclosure of the lien securing payment in the same manner that real estate mortgages may be foreclosed by actions under Michigan law. The expenses incurred in collecting unpaid annual assessments and special assessments, including interest, costs and attorneys' fees and any other expenses paid by the Association to protect its lien, shall be chargeable to the delinquent Owner and shall be secured by the lien upon such owner’s lot.

 

Sec. 18    Insurance .The Association shall carry public liability and property damage insurance and such other insurance determined to be necessary by the Board of Directors in amounts and with insurance companies as determined by the Board of Directors. Each member shall be deemed to appoint the Association as his or her true and lawful attorney-in-fact to act in connection with all matters concerning the maintenance and distribution of such insurance, including the execution of all document and releases of liability in connection therewith.

 

Sec. 19  Indemnification. Every person who is or has been a Director of Officer of the Association or any agent of the Association designated by resolution of the Board of Directors to be entitled to indemnifications, including the personal representatives of any such deceased person shall, to the full extent now or hereafter permitted by law, be indemnified by the Association against any and all liability and reasonable expenses (including, not limited to attorneys' and accountants' fees, inspection costs, travel, transcripts, disbursements, settlement amounts, judgments, fines or penalties) paid or incurred by· him or her in connection with or in the settlement of or resulting from any claim, action, suit or proceeding (whether by or in the name of the Association or otherwise), civil, criminal, administrative or investigative, including any appeals relating thereto, in which he or she may be involved or threatened to be involved, as a party or otherwise by reason of his or her being or having been a Director, Officer or Agent of the Association or by reason of any action taken or not taken in the course and scope of his or her function as such Officer or Agent or capacity as such Director; provided, however such action was taken in good faith and without reasonable cause to believe his or her conduct was unlawful. This right of indemnification shall be in addition to any other rights to which any such Director, Officer or Agent may be entitled as a matter of law. The intention of this Section is to provide indemnification with the broadest and most inclusive coverage permitted by law either at the time of the act or omission indemnified against or permitted at the time of carrying out such indemnification .

 

Sec. 20 Amendments . These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

 

Sec. 21 Copies  to  Members . Copies of these By-Laws and any amendments thereto shall be made available to the members request upon.

 

Sec. 22  Dissolution .  The Association may be dissolved only upon the written consent of two-thirds of the Association Members. Written notice of a proposal to dissolve, setting forth the reasons therefor and the disposition to be made of the assets, shall be mailed to each member or the member's designated representative at least ninety (90) days in advance of any such action. Upon dissolution of the Association, the assets of the Association shall be dedicated to an appropriate public agency or educational institution to be devoted to purposes as nearly as practicable the same as those to which they were required to be voted by the Association. In no event shall any of the assets revert to the members.

 

Sec. 23  Construction .  The Board of Directors shall have power to construe these By-Laws and it’s their decision with respect to construction shall be final.

 

Sec. 24 Severability . In the event that any of the terms, provisions or covenants of these By-Laws are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holdings shall not affect, alter, modify or impair in any manner whatsoever the remaining terms, provisions or covenants which shall continue to be valid and enforceable.