Amended 11/30/04
The name of the Michigan nonprofit corporation is the Little Platte Lake Association (the "Association").
The purposes for which the Association is organized are as follows:
1. To preserve and protect Little Platte Lake and its environs, including the Little Platte Watershed, through stewardship and study of its environment and wildlife.
2. To engage in activities necessary to carry out the foregoing purposes, including interacting with local, township, county and state officials with respect to incidents and conditions affecting the future environment and water quality of Little Platte Lake.
3. To do such things and to perform such acts to accomplish its purposes as are not forbidden by Section 501(c)(3) of the Internal Revenue Code, with all the powers conferred on nonprofit corporations by the laws of the State of Michigan, including all powers with respect to investment of funds.
1. This association is organized upon a membership basis. Any person of legal age who owns, or whose spouse owns, property within the area bounded by M-22 and Saffron Road on the north, Indian Road on the east, and Deadstream Road on the southwest shall be eligible for membership in the Association.
2. Non-payment of yearly dues shall result in automatic termination of membership.
1. The annual Meeting of the members shall be held at a suitable meeting place not more than ten miles from Little Platte Lake on a Saturday between Memorial Day and Labor Day, at a specific time and place determined by the Board of Directors.
2. Special meetings of the Association may be called by the President, by the Board of Directors, or by petition of at least twenty percent of the members.
3. Written notice of the time and place of all meetings shall be mailed to each member not less than thirty days before such meeting. Presence in person, or by a proxy duly signed and witnessed, of members representing at least twenty percent of the total membership shall constitute a quorum at any business meeting of the members. Except as otherwise specified within these By-Laws, all matters shall be decided by a majority vote of the quorum present and voting.
4. The business at the annual meeting shall include the following:
a. Review of the minutes of the last meeting of the members.
b. Reports of the officers and any of the standing committees.
c. Old business.
d. New business.
e. Election of Directors.
5. All members shall have equal voting rights, regardless of their property interests. Such voting rights may be exercised either in person or by proxy duly signed, witnessed and filed with the Secretary prior to or at the time of any Association meeting.
6. Following the Annual Meeting and any special meetings the Secretary shall prepare and mail to members minutes of such meetings.
1. The business and affairs of the Association shall be managed by its Board of Directors. The number of Directors on the first Board of Directors shall be five (5). The Directors shall be chosen from the members. Each Director shall hold the office for the term of which he or she is appointed and until his or her successor shall have been elected and qualified or until his or her resignation or removal.
2. Directors shall be elected by the members at the Annual Meeting for a term of one year. A vacancy occurring in any unexpired term shall be filled promptly by the Board of Directors. Appointment by the Board to such vacancy shall be subject to ratification by the members at the next Annual Meeting.
3. Nominations of candidates for election to the Board of Directors may be made by the Board of Directors or by any member entitled to vote at the Annual Meeting.
4. The Board of Directors shall hold such other meetings as it deems necessary, at times and places determined by the Board. At such meetings members may participate by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can communicate with one another.
5. Action may be taken by the Board of Directors or a committee thereof without a meeting with the written consent of all members of the Board or of the committee. Thus, action may be taken by the committee by written resolution following telephonic, electronic or written communication and vote.
1. At their meeting following the Annual Meeting of the members, the Board of Directors shall elect from one of the Board members a President, a Secretary, a Treasurer and two Trustees. The Board of Directors may also appoint such other officers or agents as they deem necessary for the transaction of business of the Association. Officers shall hold an office for the term which they are elected or appointed and until their resignation or removal. Two or more offices may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or these By-Laws to be executed and acknowledged or verified by two or more officers.
2. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. New offices may be created and filled by the Board of Directors at any meeting of the Board.
3. The President shall be the Chief Executive Officer and shall preside over all meetings of the members and of the Board of Directors.
4. The Secretary shall attend all meetings of the Association members and of the Board of Directors and shall keep minutes of all such meetings in a corporate record book. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law and shall be the custodian of the corporate records.
5. The Treasurer shall have custody of all corporate funds and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all monies and other valuable effects in the name of the Association in such a depository as may be designated by the Board.
1. Funds for meeting the ordinary operating expenses of the Association shall be raised by means of annual dues. The dues shall be established by the Board, subject to the approval of the members at their Annual Meeting.
2. A special assessment may be levied by the Association upon the approval by the members at the Annual Meeting.
3. Contributions, bequests and endowments may be accepted by the Association upon the approval of the Board of Directors.
4. Prior to the Annual Meeting of the Association, the Board of Directors shall estimate income and expenses for the Association for the coming year and shall prepare a budget for the year, submitting it for approval to the membership at their Annual Meeting.
5. The Directors and elected officers shall serve without compensation. No expense shall be incurred by a Director, officer or other agent on behalf of the Association except as authorized by the Board of Directors.
1. Until otherwise determined by the Board of Directors, the fiscal year of the Association shall start January 1 and end December 31.
2. Upon the dissolution of the Association, after paying or making provisions for the payment of liabilities of the Association (except assets held upon condition requiring return, transfer or the conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with those requirements) to an organization or organizations exempt from federal income tax under Section 501 (c)(3) of the Code as designated by the Board of Directors. Any assets not so disposed of, for whatever reason, shall be disposed of by order of the Circuit Court for the County of Benzie to such organization or organizations as the court shall select and determine that are tax exempt under Section 501 (c)(3) of the Code.
1. These By-Laws may be altered or amended by the members by a two-thirds vote of members in attendance at any business meeting of the Association, provided that the regular notice for such meeting includes a notice of the proposed change.