Foxcroft Improvement Association, Inc. By-Laws

BYLAWS FOR

FOXCROFT IMPROVEMENT ASSOCIATION, INC.

TABLE OF CONTENTS

ARTICLE I: NAME OF THE CORPORATION

ARTICLE II: DEFINITIONS AND INTERPRETATION 

2.01 Definitions Defined in the Deed Restrictions 

2.02 Additional Definitions 

2.03 Interpretation and Purpose of Bylaws

2.04 Controlling Law and Instruments 

ARTICLE III: MEMBERSHIP AND VOTING

3.01 Designation of Members

3.02 Member’s Share of the Funds

3.03 Member Voting Designation

3.04 Quorum: Meetings of Members

3.05 Voting 

3.06 Majority

3.07 Action Without Meeting

3.08 Rights and Obligations of Non-Members

ARTICLE IV: MEETINGS

4.01 Place of Meetings

4.02 Annual Meetings

4.03 Special Meetings

4.04 Notice of Meetings

4.05 Participation by Remote Communication

4.06 Adjournment for Lack of Quorum

4.07 Consent of Absentees

4.08 Minutes; Presumption of Notice 

4.09 Conduct of Meetings

ARTICLE V: BOARD OF DIRECTORS

5.01 Qualifications and Number of Directors

5.02 Term of Directors

5.03 Powers and Duties

5.04 Foxcroft Building Committee

5.05 Assessments and Maintenance Charges

5.06 Vacancies

5.07 Removal of Directors by Members

5.08 Regular Meetings 

5.09 Special Meetings

5.10 Waiver of Notice

5.11 Quorum: Meetings of the Board of Directors 

5.12 Action Without Meeting

5.13 Closing of Board of Directors’ Meetings to Members; Privileged Minutes

5.14 Participation by Remote Communication

5.15 Fidelity Bonds

ARTICLE VI: OFFICERS

6.01 Election 

6.02 Designation of Officers

A. President

B. Vice President

C. Secretary

D. Treasurer 

6.03 Additional Officers

A. Maintenance Officer 

B. Social and Hospitality Officer 

C. Communications Officer 

D. Building Plans and Site Development Officer

E. Civic Relations Officer 

6.04 Removal 

6.05 Duties 

ARTICLE VII: INDEMNIFICATION OF OFFICERS AND DIRECTORS; DIRECTORS’ AND OFFICERS’ INSURANCE

7.01 Indemnification of Directors and Officers

7.02 Directors’ and Officers’ Insurance

ARTICLE VIII: FINANCES AND INSPECTIONS

8.01 Fiscal Year 

8.02 Inspection of Books and Records of the Association 

ARTICLE IX: INSURANCE

9.01 Association Insurance

9.02 In General

9.03 Casualty Insurance 

9.04 Optional Umbrella Insurance

9.05 Association Premium Expense and Proceeds of Insurance 

9.06 Authority of Association to Settle Insurance Claim 

ARTICLE X: AMENDMENTS

ARTICLE XI: MISCELLANEOUS

11.01 Parliamentary Rules 

11.02 Conflicts of Provisions

11.03 Severability 

AMENDED AND RESTATED BYLAWS FOR FOXCROFT IMPROVEMENT ASSOCIATION, INC.

ARTICLE I

NAME OF THE CORPORATION

The name of the corporation is Foxcroft Improvement Association, Inc.

ARTICLE II DEFINITIONS AND INTERPRETATION

2.01 Definitions Defined in the Deed Restrictions. The words used in these Bylaws will be given their normal, commonly understood definitions, unless the terms are specifically defined in any applicable Deed Restrictions, as may be amended from time to time, including the Deed Restrictions of “Foxcroft” recorded on April 11, 1955, in Liber 3313, Page 34, Oakland County Records (the “Deed Restrictions”), in which case the definitions in the Deed Restrictions will control. In order to minimize repetition, some terms are capitalized to indicate they have specific definitions.

2.02 Additional Definitions. The following additional definitions are intended to guide in the interpretation of these Bylaws:

A. Common Areas. The Common Areas are the following:

i. Foxcroft signs, masonry piers, fencing, light fixtures, and any other infrastructure at the five (5) entrances to Foxcroft: Maple Road, Quarton Road, Orchard Way/Telegraph, Sandy Lane/Telegraph, and Meadow Way/Telegraph; masonry piers, fencing, and flowerbeds located at Lantern Lane/Crabtree;

ii. Lawn, trees, fencing, and all other infrastructure located on Outlots A, B, C, D, and E as depicted in the Subdivision plats attached hereto as Exhibit 1;

iii. Central mailbox area (excluding the mailboxes themselves);

iv. Telegraph right-of-way from Quarton to the south side of Orchard Way;

v. Rotaries/beds and Foxcroft street signs throughout the Community;

vi. Easements and other areas for which Foxcroft Improvement Association Inc. (the “Association”) is responsible as provided in the Subdivision Documents.

B. Lot. The term “Lot” means a single lot as designated on the plat of a Subdivision. Pursuant to Paragraph Fourth of the Deed Restrictions, in case one or more lots as designated on a plat of a Subdivision are developed as a single unit (i.e., with one residential dwelling), all references to a Lot shall apply to that single developed unit as though it were a single Lot and it will be considered a single Lot for all purposes under these Bylaws, including with respect to voting and payment of Assessments.

C. Subdivisions. The Subdivisions refers to the platted subdivisions known as Foxcroft, Foxcroft No. 1, Foxcroft No. 2, Foxcroft No. 3, and Foxcroft No. 4, Bloomfield Township, Oakland County, Michigan, according to the Plats thereof filed with the State of Michigan.

D. Good Standing. Good standing is deemed to be a Member who is not in default of the Deed Restrictions or these Bylaws. A Member returns to good standing immediately upon complying with the Deed Restrictions and these Bylaws by paying all outstanding debts and applicable penalties in the case of monetary default. If the default is non-monetary, a Member returns to good standing by complying with the bylaw or restriction at issue or otherwise remedying the default in a manner approved by the Board of Directors.

2.03 Interpretation and Purpose of Bylaws. These Bylaws will be interpreted by the laws of the State of Michigan. The purpose of these Bylaws is to govern the Association, its Board of Directors (sometimes referred to herein simply as the “Board”), the Members and the relationship between the Association and the residential community Foxcroft in accordance with the Deed Restrictions. Foxcroft was developed in several sections. The first section, known as Foxcroft (Lots 1–26) and Foxcroft I (Lots 27-62), is comprised primarily of New England-style two story and Ranch-style homes. Foxcroft II (Lots 63–118) is characterized by greater variety and in some cases, larger homes. Foxcroft III (Lots 119-157) and IV (Lots 158 – 223) contain the most recent construction with several contemporary-style homes. Together these sections are collectively referred to as “Foxcroft” or the “Community.” These Bylaws supersede and replace any prior Bylaws.

2.04 Controlling Law and Instruments. In conjunction with the Deed Restrictions, these Bylaws are governed by the laws of the State of Michigan, including, but not limited to, the Nonprofit Corporation Act, Act 162 of 1982.

ARTICLE III MEMBERSHIP AND VOTING

3.01 Designation of Members. Subject to any limitations on membership or right to elect membership contained in the Deed Restrictions, each owner of a Lot in the Community shall be entitled to be a member of the Corporation and any other person or entity shall not be entitled to membership.

3.02 Member’s Share of the Funds. A Member’s share in the Association’s funds and assets cannot be assigned, pledged or transferred by a Member, except as appurtenant to the transfer of a Lot.

3.03 Member Voting Designation. Except as limited in these Bylaws, each Lot is entitled to one vote to be exercised by the Member who is the owner of the Lot. As described in Paragraph 2.02(B) above, if a Member owns one or more adjacent Lots developed as a single unit as contemplated by Paragraph Fourth of the Deed Restrictions, then those Lots will constitute a single Lot only and the Member is only entitled to one vote for each residential dwelling. A Member must be in good standing in order to vote. If conflicting votes are received from the Owners of a Lot, then neither vote will count.

3.04 Quorum: Meetings of Members. The presence in person of twenty-five (25%) percent of all votes of the Members constitutes a quorum for holding a meeting of the Members. A written proxy submitted to the Association prior to the meeting shall count towards determining quorum. A Member may submit a written absentee ballot prior to or at the meeting in lieu of attending the meeting in person, or by such date that is established for voting where no physical meeting is held, and any such vote will be counted in determining quorum. Any Member who participates by remote communication in a meeting of the Members, as provided in Article 4.05 below, will also be counted in determining the necessary quorum. In the event the required quorum is not present at such meeting, another meeting may be called, upon notice as provided in Article 4.04.

3.05 Voting. Votes may be cast in person, in a written absentee ballot signed by the Member, or by any other means allowed by the voting procedures adopted by the Board for a given vote, provided the same are not in violation of the provisions of these Bylaws or Michigan law. Any written or electronic votes cast by any permitted means must be filed with the agent designated by the Board to receive such votes at or before the appointed time of each meeting of the Members or voting deadline if no meeting is held. Votes may be cast by mail, hand delivery, electronically (by any method approved by the Association not directly involving the physical transmission of paper, which creates a record that may be retrieved and retained by the Association and may be directly reproduced in paper form by the Association through an automated process) or any other method approved by the Association in advance of the vote. Cumulative voting is not permitted.

 3.06 Majority. Unless otherwise provided by law or the Deed Restrictions, the approval of a majority of Members will be construed to mean a majority (or other stated percentage) of the votes cast by those qualified to vote at a meeting of the Members.

 3.07 Action Without Meeting. Any action that may be taken at a meeting of the Members may be taken without a meeting by written vote of the Members. Written votes must be solicited in the same manner as provided in these Bylaws for the giving of notice of meetings of Members. Such solicitations must specify (a) the value of responses needed to meet the quorum requirements, (b) the percentage of approvals necessary to approve the action and (c) the time by which written votes must be received in order to be counted. The form of written vote must afford an opportunity to specify a choice between approval and disapproval of each matter and provide that, where the Member specifies a choice, the vote will be cast in accordance with that choice. Approval by written vote will be constituted by receipt, within the time period specified in the solicitation, of (i) a value of written votes which equals or exceeds the quorum that would be required if the action were taken at a meeting; and (ii) a value of approvals that equals or exceeds the value of votes that would be required for approval if the action were taken at a meeting at which the total value of votes cast was the same as the total value of written votes cast.

 3.08 Rights and Obligations of Non-Members. Lot owners who are not Members of the Association may use the Outlots and Recreation and Community Areas maintained by the Association on equal terms and conditions as Members. Lot owners who are not Members of the Association must comply with Rules and Regulations adopted by the Association regarding the use of the Outlots and Recreation and Community Areas maintained by the Outlots and Recreation and Community Areas and pay the Maintenance Charges and Dues on equal terms as the Members of the Association.

ARTICLE IV MEETINGS

4.01 Place of Meetings. Meetings of the Members will be held at a location designated by the Board. Meetings of the Members will be conducted in accordance with Robert’s Rules of Order or some other generally recognized manual of parliamentary procedure, when not otherwise in conflict with the Articles of Incorporation, the Deed Restrictions or Michigan law. Only Members in good standing or their legal representative may speak at meetings of the Association and/or address the Board or Members at any such meetings unless otherwise approved by the board. Any person in violation of this provision or the rules of order governing the meeting, as determined by the Board, may be removed from such meeting without any liability to the Association or its Board.

4.02 Annual Meetings. The annual meeting of Members will be held at such time as determined by the Board. The Board may, acting by a majority vote, change the date of the annual meeting in any given year, provided that at least one such meeting is held in each calendar year.

4.03 Special Meetings. The President shall call a special meeting of the Members as directed by resolution of the Board. The President shall also call a special meeting upon a petition signed by Owners reflecting one third (1/3) of the Lots in the Community presented to the Secretary of the Association. Notice of any special meeting must state the time, place and purpose of such meeting. No business may be transacted at a special meeting except as stated in the notice.

4.04 Notice of Meetings. The Secretary (or other Association officer in the Secretary’s absence) shall serve written notice of each annual or special meeting, stating the time, place and purpose of the meeting, upon each Member entitled to vote, at least ten (10) days, but not more than sixty (60) days, prior to such meeting. The first-class mailing, postage prepaid, of a notice to the Member at either the address shown in any notice filed by the Member with the Association to the address of the Lot owned by the Member will be deemed notice served. Members may also file with the Association a signed written consent waiving notice by first-class mail and accepting delivery of notice in one or more of the following manners: (1) notice may be hand delivered to a Lot if the Lot address is designated as the individual representative’s address and/or the Member is a resident of the Lot; or (2) electronic transmittal of such notice may be given in any such manner authorized by the person entitled to receive the notice which does not directly involve the physical transmission of paper which creates a record that may be retrieved and retained by the recipient and which may be directly reproduced in paper form by the recipient through an automated process. Any Member may, by written waiver of notice signed by such Member, waive such notice and such waiver when filed in the records of the Association will be deemed due notice.

4.05 Participation by Remote Communication. Members may participate in a meeting of the Members via telephone or other means of remote communication if all persons participating in the meeting may communicate with each other. All participants will receive notice of the means of remote communication in use and the names of the participants in the meeting will be divulged to all participants. Members participating in a meeting via remote communication are considered present in person and may vote at such meeting if all the following are met: (a) the Association implements reasonable measures to verify each person considered present and permitted to vote at the meeting via remote communication is a Member; (b) the Association implements reasonable measures to provide each Member a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (c) if any Member votes or takes other action at the meeting via remote communication, a record of the vote or other action is maintained by the Association. The Association may hold a meeting of the Members conducted solely via remote communication.

4.06 Adjournment for Lack of Quorum. If any meeting of the Members cannot be held because quorum is not met, the Members who are present may adjourn the meeting to a date that complies with the notice requirements of Article 4.04.

4.07 Consent of Absentees. The transactions of any meeting of the Members not properly noticed, either annual or special, will be as valid as though made at a meeting held after regular call and notice, if a quorum is present either in person or by absentee ballot, and if, either before or after the meeting, each of the Members not present in person or by absentee ballot signs a written waiver of notice or a consent to the holding of such meeting or there is an approval of the minutes. All such waivers, consents or approvals must be filed with the corporate records or made a part of the minutes of the meeting.

4.08 Minutes; Presumption of Notice. Minutes or a similar record of the proceedings of all meetings of the Members and the Board must be kept by the Association and, when signed by the President or Secretary, are presumed accurate. A recitation in the minutes of any such meeting that notice of the meeting was properly given is prima facie evidence that such notice was given. A copy of these minutes will be made available upon request of any Member.

4.09 Conduct of Meetings. The Board will determine the order of business at all meetings of the Members. Meetings of the Members must be chaired by the most senior officer of the Association present at such meeting unless the Board appoints a different chairperson for the meeting. For purposes of this Section, the order of seniority of officers is President, Vice President, Secretary and Treasurer.

ARTICLE V BOARD OF DIRECTORS

5.01 Qualifications and Number of Directors. The Association’s affairs will be governed by a Board, all of whom must be Members in good standing. Good standing is deemed to be a Member who is not in default of the Deed Restrictions or these Bylaws in the past twelve months. A Member who is in default of the Deed Restrictions or these Bylaws cannot be elected or appointed as a director. Any director who is delinquent in any financial obligation owed to the Association, including late fees, shall pay in full the amount due within sixty (60) days of the delinquency. During the delinquency period, the director shall not vote on any delinquency matter of another Member, including matters that may affect the director’s own Lot. If the director does not comply with the delinquency cure time period, and notwithstanding the provisions of Article 5.08, then the director will be automatically removed from the Board for the remainder of the director’s term and the vacancy will be filled in accordance with Article 5.07. The Board will consist of nine (9) members. No two occupants of the same Lot may serve on the Board at the same time. Directors will serve without compensation.

The Board shall preferably include thereon a Registered Architect, or a Landscape Architect, or an experienced Builder. The Board shall encourage that at least one (1) Member from the South Section, one (1) Member from the Central Section, and one (1) Member from the North Section serves on the Board of Directors (“South Section” shall include Lots 1 - 9 and 22 - 103; “Central Section” shall include Lots 10 - 21 and 104 - 158; and “North Section” shall include Lots 159- 223.)

 5.02 Term of Directors. At the first Annual Meeting following the adoption of these Amended and Restated Bylaws, nine Directors shall be elected. The term of a Director will be for one (1) year. Directors will hold office until their successors have been elected and hold their first meeting.

5.03 Powers and Duties. The Board has the powers and duties convenient and necessary for the administration of the Association’s responsibilities under the Deed Restrictions, its Articles of Incorporation, and these Bylaws. In addition to the foregoing general powers and duties, or any further powers and duties which may be imposed by law or the Articles of Incorporation, the Board is responsible for the following:

A. To manage and administer the affairs of the Community and enforce the terms of the Deed Restrictions;

B. To promote the use of the property within Foxcroft for residential purposes, to prevent nuisances and to protect the harmony of architectural design and value of the Community;

C. To maintain, administer, preserve, reconstruct and repair the Common Areas and parks within the Community, as permitted or required by the Deed Restrictions;

D. To create and appoint members to committees including executive committees;

E. To levy and collect the Assessments and Maintenance Charges from the Owners of Lots within Foxcroft pursuant to Paragraph Seventeenth of the Deed Restrictions and Section 5.05 of these Bylaws and use the proceeds thereof for the purposes of the Association in accordance with the Deed Restrictions and Section 5.05 of these Bylaws;

F. To set the amount of membership fees, dues, and charges to be charged from time to time to the Members of the Association;

G. To carry insurance, and to collect and allocate the proceeds thereof;

H. To purchase, own, operate, manage, lease (as lessee or lessor), maintain and improve, or otherwise acquire, mortgage, sell, transfer and convey in the name of the Association, real or personal property (including any Lot in the Subdivisions and easements, rights-of-way and licenses or other real property, whether or not contiguous to the Subdivisions) for the use and benefit of its members, and in furtherance of any of the purposes of the Association (notwithstanding the foregoing, the Association does not have the authority to lease, sell, transfer, or convey all or a portion of the Outlots and Recreation and Community Areas). Notwithstanding the foregoing, the sale of any land by the Association requires the affirmative vote of sixty-six and two-thirds (66 2/3% ) percent of Association Members;

I. To promote the welfare of all property owners and residents and in general to carry on such community and social activities as shall be beneficial to and in the interest of the property owners and residents of the Foxcroft Subdivisions;

J. To grant easements, rights-of-entry, rights-of-way, and licenses to, through, over, and with respect to the Common Areas within the Subdivisions and/or owned by the Association on behalf of the members of the Association in furtherance of any of the purposes of the Corporation, and upon the prior affirmative vote of at least sixty-six and two-thirds (66 2/3% ) percent of Association Members, to dedicate to the public any portion of the Common Areas within the Subdivisions or owned by the Corporation;

K. To borrow money and issue evidences of indebtedness in furtherance of any and all of the purposes of the Association and to secure the same by mortgage, pledge, or other lien on property owned by the Association; provided, however, that any such action shall also be approved by affirmative vote of more than sixty-six and two- thirds (66 2/3% ) percent of all members of the Association, unless same is a letter of credit and/or appeal bond for litigation, or unless same is for a purchase of personal property with a value of $15,000.00 or less;

L. To make and enforce reasonable Rules and Regulations, resolutions and/or policies concerning the use and enjoyment of the Community and Common Areas;

M. To enforce the provisions of the Deed Restrictions, these Bylaws and any Guidelines, Rules or Regulations adopted to implement the Deed Restrictions, the Articles of Incorporation and these Bylaws, including any amendments that may be adopted;

N. To sue in all courts, defend actions brought against the Association in all courts and participate in all actions and proceedings whether judicial, administrative, arbitrative or otherwise;

O. To enter into agreements with public agencies concerning the nature and extent of the Community and common areas’ maintenance; and

P. In general, to engage in any kind of activity, make and perform any contract and exercise all powers necessary, incidental or convenient to the Community’s administration, management, maintenance, repair, replacement and operation.

5.04 Foxcroft Building Committee. Foxcroft has been developed under a general plan of building restriction control with the intention that all building restrictions are uniform and reciprocal throughout all of the Foxcroft Subdivisions. The Board of Directors shall appoint no less than three but no more than seven of its members to serve as the Foxcroft Building Committee as identified in Paragraph Sixth of the Deed Restrictions the purpose of which is to enforce the building restrictions contained in the Deed Restrictions and to ensure that the design and construction of all structures are in character and harmony with the plans and specifications and general development plan approved by the original developer. The Foxcroft Building Committee will be a committee of the Association and may also be referred to as the Advisory Board of Architectural Control or, simply, Advisory Board. The Foxcroft Building Committee shall preferably include thereon a Registered Architect, or a Landscape Architect, or an experienced Builder. In order to fulfill its purpose, the responsibilities and authority of the Foxcroft Building Committee include the following:

A. To draw up and adopt suitable rules and regulations for the conduct of its duties, including: (i) bylaws which provide for the removal, replacement, or resignation of the members of such Foxcroft Building Committee, (ii) to assist the Lot owners in understanding their obligations under the Deed Restrictions, and (iii) policies regarding the submission and consideration of requests for architectural approval;

B. To consider plans and specifications submitted to the Advisory Board, and to approve such plans and specifications that, in the discretion of the Advisory Board, are in character and harmony with the general development plan of Foxcroft.

5.05 Assessments and Maintenance Charges.

A. Prior to the commencement of each Fiscal Year, the Treasurer with the assistance of the Board of Directors shall prepare a budget which will consist of the total anticipated expenses, including administrative and insurance expenses, for the upcoming Fiscal Year associated with maintenance, repair, and replacement of the Common Areas of the Subdivisions including the Outlots and Recreation and Community Areas. The budget will be submitted to the Members of the Association for approval or disapproval. Once approved, the budget amount will be assessed equally to all Lot owners within the Subdivisions as a proportionate allocation of maintenance costs associated with maintaining the easement rights held by all Lot owners pursuant to Bowen v Buck & Fur Hunting Club, 217 Mich App 191; 550 NW2d 850 (1996) (the “Annual Assessment”).

B. As part of the Annual Assessment, and pursuant to Paragraph Seventeenth of the Deed Restrictions each Lot owner is obligated to contribute $20.00 per year to contribute towards a program of dust control, maintenance of community parks, recreation commons and any vacant properties (the “Maintenance Charge”). If not paid the Maintenance Charge shall be a lien and encumbrance on the land.

5.06 Vacancies. Vacancies on the Board caused by any reason other than the removal of a director by a vote of the Members will be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum. Each person appointed will be a director until the end of the term of the director who was replaced.

5.07 Removal of Directors by Members. At any regular or special meeting of the Association, any one or more of the directors may be removed with or without cause by the affirmative vote of more than fifty (50%) percent of all Members, and a successor may then and there be elected to fill the vacancy thus created. The quorum requirement for the purpose of filling any vacancy will be the normal twenty-five (25%) percent requirement set forth in Article 3.06.

5.08 Regular Meetings. Regular Board meetings may be held at such times and places as determined by a majority of directors. At least eight (8) such meetings must be held during each fiscal year. Notice of regular Board meetings must be given to each director personally or by mail, electronically or telephone at least five (5) days prior to the date of the meeting unless waived by said director. Electronic transmission of such notice may also be given in any manner authorized by the director entitled to receive the notice which does not directly involve the physical transmission of paper, which creates a record that may be retrieved and retained by the director and which may be directly reproduced in paper form by the director through an automated process.

5.09 Special Meetings. Special Board meetings may be called by the President upon three (3) days’ notice to each director, given personally or by mail, electronically or telephone, and such notice must state the time, place and purpose of the meeting. Electronic transmission of such notice may also be given in any manner authorized by the director entitled to receive the notice which does not directly involve the physical transmission of paper, which creates a record that may be retrieved and retained by the director and which may be directly reproduced in paper form by the director through an automated process. Special Board meetings must be called by the President or Secretary in like manner and on like notice on the written request of three directors.

5.10 Waiver of Notice. Before or at any meeting of the Board, any director may, in writing or orally, waive notice of such meeting and such waiver is deemed equivalent to the giving of such notice. Attendance by a director at any Board meeting will be deemed a waiver of notice of that meeting by that director. If all the directors are present at any Board meeting, no notice will be required and any business may be transacted at such meeting.

5.11 Quorum: Meetings of the Board of Directors. At all Board meetings, a majority of directors then in office constitutes a quorum for the transaction of business. The acts of the majority of directors then in office are the acts of the Board. A director is considered present and may vote on matters before the Board, by teleconference, electronically or by any other method giving the remainder of the Board sufficient notice of the absent director’s vote and position on any given matter; provided, however, that any vote not in writing is confirmed in writing not later than the next Board meeting. If at any Board meeting there is less than a quorum present, the majority of those present may adjourn the meeting to a subsequent time upon twenty-four (24) hours’ prior written notice delivered to all directors not present. At any such adjourned meeting, any business that may have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a director in the action of a meeting by signing and concurring in the minutes constitutes the presence of such director for purposes of determining a quorum.

5.12 Action Without Meeting. Any action required or permitted to be taken under authorization voted at a meeting of the Board or a Board committee may be taken without meeting if, before or after the action, all members of the Board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents must be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.

5.13 Closing of Board of Directors’ Meetings to Members; Privileged Minutes. When the Board of Directors considers it necessary to protect the privacy of one or more of its Members, to preserve an applicable privilege, or necessary to protect the interests of the Corporation, it may close a portion or all of any meeting of the Board to the Members, though any closed session shall be held after the conclusion of any session open to the Members. Minutes of any meeting in closed session shall indicate that all or a part of the meeting, as applicable, was in closed session.

5.14 Participation by Remote Communication. Board Members may participate in any meeting via conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting by such means constitutes presence in person at the meeting. The Board may hold a Board meeting conducted solely via remote communication.

5.15 Fidelity Bonds. The Board shall acquire adequate fidelity bonds for all Association directors, officers and financial contractors handling or responsible for Association funds in an amount to be determined by the Board of Directors. The premiums for such bonds are expenses of administration.

ARTICLE VI OFFICERS

6.01 Election. The Association’s officers are elected by the Board and hold office at the pleasure of the Board. Any vacancy in any officer position may be filled at any meeting of the Board.

6.02 Designation of Officers. The principal Association officers are the President, Vice President, Treasurer, and Secretary. The directors may appoint other officers as in their judgment may be necessary. A Member must be in good standing to serve as an officer. Good standing is deemed to include a Member who is not in default of the Deed Restrictions, the Building and Architectural Guidelines or these Bylaws. A Member in default of the Deed Restrictions or these Bylaws in the last twelve (12) months may not be elected or appointed as an officer. Any officer who is delinquent in any financial obligation owed to the Association, including late fees, must pay in full the amount due within sixty (60) days of the delinquency. If the officer does not comply with the delinquency cure time period, and notwithstanding the provisions of Article 6.03, the officer is deemed removed from their position and from the Board of Directors and the vacancy will be filled in accordance with Article 6.02.

A. President. The President is the chief executive officer of the Association and presides at all Member and Board meetings. The President has all the general powers and duties which are usually vested in the office of the President of an association, including, but not limited to, the power to appoint Members to committees that in the President’s discretion are appropriate to assist in the conduct of the Association’s affairs.

B. Vice President. The Vice President shall perform the functions of the President when the President is unable to perform such functions.

C. Treasurer. The Treasurer or Board appointed accountant is responsible for all Association funds and securities and responsible for keeping full and accurate accounts of all receipts and disbursements in the Association’s books. The Treasurer or Board appointed accountant is responsible for the deposit of all monies and other valuable papers of the Association, in the name of and to the credit of the Association, in such depositories as designated by the Board. In addition, the Treasurer or Board appointed accountant is also responsible to collect Maintenance Charges, assessments, and dues, to pay bills as directed by the board, pay taxes, maintain the financial books, and provide statements of standing to realtors, prepare future budgets and provide a comparison of Association spending and the Association budgets in advance of each Board meeting.

D. Secretary. The Secretary keeps the minutes of all Board and Member meetings, is in charge of the corporate minute book and of such books and papers as the Board directs and will, in general, perform all duties incidental to the office of the Secretary.

6.03 Additional Officers. In addition to the principal Officers listed above, there shall be the following non-principal Officers who shall meet the same qualifications and requirements as a principal Officer.

A. Maintenance Officer. The Maintenance Officer plans and executes programs for the general maintenance and improvement of the Community.

B. Social and Hospitality Officer. The Social and Hospitality Officer plans and organizes social activities to promote friendly and cordial relationships and greets all new residents and handles other matters of hospitality as the Board of Directors deems appropriate.

C. Communications Officer. The Communications Officer is responsible for all written and electronic communications to the Community’s owners and residents, except for formal notices required by the Association which are the responsibility of the Secretary as provided in these Bylaws. Said officer shall also periodically publish news of interest and/or concern to Association members.

D. Building Plans and Site Development Officer. The Building Plans and Site Development Officer is responsible for review of building plans for new residences, and alterations and additions to existing residences and property as defined in the Restriction Agreement, the Building and Architectural Guidelines, and these Bylaws. The Building Plans and Site Development Officer shall make recommendations to the Board of Directors which makes the final decisions, as further described in Article VI hereinbelow and the Building and Architectural Guidelines. Said Building Plans and Site Development Officer also advises the Board of Directors on programs of site development and violations of neighborhood building restrictions.

E. Civic Relations Officer. The Civic Relations Officer represents the neighborhood with respect to communication with the local government.

6.04. Removal. Upon the affirmative vote of a majority of Board members, any officer may be removed either with or without cause and the successor to the removed officer may be elected at any regular Board meeting or at any special Board meeting called for such purpose.

6.05 Duties. The officers may have such other duties, powers and responsibilities as the Board authorizes.

ARTICLE VII

INDEMNIFICATION OF OFFICERS AND DIRECTORS; DIRECTORS’ AND OFFICERS’ INSURANCE

7.01 Indemnification of Directors and Officers. Every director and officer of the Association will be indemnified by the Association against all expenses and liabilities, including reasonable attorney’s fees and amounts paid in settlement incurred by or imposed upon the director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, to which the director or officer may be a party or in which they may become by reason of their being or having been a director or officer of the Association, whether or not they are a director or officer at the time such expenses are incurred, except in such cases in which the director or officer is adjudged guilty of willful or wanton misconduct or gross negligence in the performance of the director’s or officer’s duties, and except as otherwise prohibited by law. If any claim for reimbursement or indemnification is based upon a settlement by the director or officer seeking such reimbursement or indemnification, indemnification will apply only if the Board, with the director seeking reimbursement abstaining, approves such settlement and reimbursement as being in the Association’s best interest. The foregoing right of indemnification is in addition to and not exclusive of all other rights to which such director or officer may be entitled. The Board shall notify all Members of any indemnification payment that it has approved at least ten (10) days before payment is made. The indemnification rights of this Article will be at all times construed to be consistent with those contained in the Association’s Articles of Incorporation.

7.02 Directors’ and Officers’ Insurance. The Association shall provide liability  insurance for every director and officer of the Association in such amounts as the Board determines. With the Association’s prior written consent, a director or an officer of the Association may waive any liability insurance for such director’s or officer’s personal benefit. No director or officer may collect for the same expense or liability under Article 7.01 above and under this Article 7.02.

ARTICLE VIII FINANCES AND INSPECTIONS

8.01 Fiscal Year. The Association’s fiscal year is an annual period commencing on a date initially determined by the Board. Absent such a determination, the Association’s fiscal year is the calendar year. The commencement date of the Association’s fiscal year may be changed by the Board for accounting reasons or other good cause. At its discretion, the Board of Directors may authorize an audit or review of the financial books and records of the Association.

8.02 Inspection of Books and Records of the Association. The Association shall keep detailed books of account showing all expenditures and receipts of administration which specify the Community’s maintenance and repair expenses and any other expenses incurred by or on behalf of the Association and the Owners. The non-privileged accounts, books, records, contracts and financial statements concerning the Community’s administration and operation are open for inspection by the Owners, the Owners mortgagees, prospective purchasers and prospective mortgagees during reasonable working hours, by appointment and subject to the requirements of MCL 450.2487. The Association shall prepare and distribute to each Owner at least one (1) time a year a financial statement, the contents of which the Association will define, which may be distributed by electronic transmission given in any such manner authorized by the person entitled to receive the financial statement which does not directly involve the physical transmission of paper, which creates a record that may be retrieved and retained by the recipient and which may be directly reproduced in paper form by the recipient through an automated process, or by making the report available for electronic transmission, provided that any Owner may receive a written report upon request for a reasonable reproduction fee as the Board determines.

ARTICLE IX INSURANCE

9.01 Association Insurance. The Association shall obtain and continuously maintain in effect a standard insurance policy covering “all risks” of direct physical loss which are commonly insured against by subdivision associations, including, among other things, fire and extended coverage, vandalism and malicious mischief, host liability, a minimum $1,000,000.00 liability (including medical payments) for death, bodily injury, medical payments and property damage, and worker's compensation insurance, if applicable, pertinent to the use and maintenance of the Common Areas. The Association also shall carry: (i) fidelity bond coverage; (ii) directors’ and officers’ liability coverage; and (iii) such other insurance, if any, as the Board of Directors from time to time deems advisable.

The Owners are advised that the Association’s coverage is not intended to be comprehensive as to all risks and portions of the Subdivision Premises, which excludes, without limitation, the Lots, including the dwelling structures and improvements therein, and, consequently, each Owner is advised to seek and obtain their own insurance as they deem advisable as to their Lot and any improvements thereon.

9.02 In General. The Association shall purchase all such insurance for the benefit of the Association, Owners and mortgagees, as their interests appear, and provision shall be made for the issuance of certificates of endorsement to the mortgagees of Lot, if applicable. Each such insurance policy shall, insofar as applicable, provide that:

(i) each Owner (and the Owners, collectively, as a group) is an insured person under the policy with respect to liability arising out of his interest in the Common Areas or membership in the Association;

(ii) the insurer waives its right to subrogation under the policy against any owner and any member of his household residing in the Lot;

(iii) no act or omission of any Owner, unless within the scope of his authority on behalf of the Association will void the policy or be a condition to recovery under the policy;

(iv) insurance proceeds shall be disbursed, first, for repairs or restoration of the damaged property, unless and except as the:

(A) Subdivision is terminated;

(B) Owners and mortgagees vote not to re-build or repair the damaged or destroyed Common Area; or

(C) repair or replacement would be illegal under any state or local health or safety statute or ordinance.

9.03 Casualty Insurance. All Common Areas, easements, and street lighting shall be insured against fire and the other perils covered by a standard extended coverage endorsement, in an amount equal to 100% of the current insurable replacement value, excluding foundation and excavation costs, and shall be subject to such deductible amounts as the Board of Directors, in consultation with the Association's insurance carrier and/or its representatives, annually determines to be prudent in light of prevailing insurance market conditions and commonly employed methods for the reasonable determination of replacement costs.

9.04 Optional Umbrella Insurance. The Board of Directors on behalf of the Association may purchase as an expense of administration an umbrella insurance policy covering any risk required hereunder which was not covered due to lapse or failure to procure.

9.05 Association Premium Expenses and Proceeds. All premiums on insurance purchased by the Board of Directors on behalf of the Association shall be expenses of administration. Proceeds of all insurance policies owned by the Association shall be received by the Association, and applied by or distributed to the Association.

9.06 Authority of Association to Settle Insurance Claims. Each Owner, by his or her ownership of a Lot, shall be deemed to appoint the Association as the Owner's true and lawful attorney-in-fact to act in connection with all matters concerning the maintenance of fire and extended coverage, vandalism and malicious mischief, liability and workers' compensation insurance, if applicable, pertinent to the Common Areas of the Subdivision. Without limitation on the generality of the foregoing, the Association as said attorney shall have full power and authority to: purchase and maintain such insurance; collect and remit premiums; collect proceeds; and distribute proceeds to the Association, the Owners and their respective mortgagees, as their interests appear (subject always to the Subdivision Documents); execute releases of liability; and, execute all documents and do all things on behalf of such Owners and the Subdivision as are necessary or convenient to their accomplishment.

ARTICLE X AMENDMENTS

The Members may, at any meeting of the Association, amend these Bylaws in accordance with the Nonprofit Corporation Act by the affirmative vote of a majority of the Members in accordance with Article 3.05 and Article 3.06 of these Bylaws, provided the substance of the proposed amendment is stated in the notice of meeting. The following procedures must be utilized for any such amendments:

A. Proposal. The Board, acting upon the vote of the majority of directors or by a written petition signed by one-third (1/3) or more of the Members in good standing, may propose amendments to these Bylaws.

B. Meeting. If any amendment is proposed, a meeting for consideration of the proposed amendment(s) will be called in accordance with these Bylaws.

C. Voting. These Bylaws may be amended by the Members at any annual or special meeting called for such purpose by an affirmative vote of not less than a majority of all Members in accordance with Article 3.05 and Article 3.06 of these Bylaws.

D. Effective Date. Any amendment to these Bylaws is effective upon adoption by the President.

E. Binding. A copy of each amendment to these Bylaws must be furnished to every Member after adoption; however, any amendment to these Bylaws that is adopted in accordance with this Article will be binding upon all persons who have an interest in the Community regardless of whether such persons actually receive a copy of the amendment(s).

ARTICLE XI MISCELLANEOUS

11.01 Parliamentary Rules. Except as modified by Board resolution, Robert’s Rules of Order (current edition) will govern the conduct of Association proceedings when not in conflict with Michigan law, the Articles of Incorporation, the Deed Restrictions or these Bylaws.

11.02 Conflicts of Provisions. If there are conflicts between the provisions of Michigan law, the Articles of Incorporation, the Deed Restrictions, these Bylaws or Rules and Regulations, then the following will be the order of priority (highest to lowest):

A. Michigan law

B. Articles of Incorporation

C. Deed Restrictions

D. Bylaws

E. Rules and Regulations

11.03 Severability. In the event any of the terms, provisions or covenants of these Bylaws are held to be partially or wholly invalid or unenforceable for any reason, such holding will not affect, alter, modify or impair in any manner any of the other terms, provisions or covenants of such documents or the remaining portions of any terms, provisions or covenants which are held to be partially invalid or unenforceable.

[SIGNATURE ON FOLLOWING PAGE]

The Association has caused these Bylaws to be executed the day and year first above written.

Foxcroft Improvement Association, Inc., a Michigan non-profit corporation

By: ________________________________ Name: David Webb

Its: President

 STATE OF MICHIGAN ) )ss

COUNTY OF OAKLAND )

On this first day of _ January, 2023, the Bylaws for Foxcroft Improvement Association, Inc. were acknowledged before me by David Webb, President of Foxcroft Improvement Association, Inc., a Michigan nonprofit corporation, on behalf of and by authority of the corporation.

_____________________________

Notary Public,

_______________ County, Michigan

My Commission Expires: _____________ Acting in ____________ County, Michigan

Drafted by:

Matthew W. Heron, Esq.

HIRZEL LAW, PLC

37085 Grand River Avenue, Suite 200 Farmington, MI 48335

(248) 478-1800

   November 28, 2022