The Lake Leelanau Lake Association is dedicated to protecting and enhancing the quality and beauty of Lake Leelanau and its surrounding watershed for current and future generations.
ARTICLE I - NAME AND ORGANIZATION
1.1 Name. The name of this Michigan nonprofit Corporation shall be Lake Leelanau Lake Association (the "Corporation").
1.2 Organization. The Corporation is organized upon a Membership basis pursuant to the provisions of the Michigan Nonprofit Corporation Act, being Act 162 of the Public Acts of 1982, as amended (the "Act'').
1.3 Principal Office. The principal office of the Corporation shall be at such place within the State of Michigan as the Board of Directors may establish.
1.4 Other Offices. The Board of Directors may establish other offices of the Corporation, inside or outside the State of Michigan.
1.5 Amended and Restated. The Corporation’s bylaws are amended and restated and are intended to replace, in their entirety, any previously adopted bylaws for the Corporation.
ARTICLE II - PURPOSE
The purpose of the Corporation is to make this body of water known as Lake Leelanau a better place to live. It is to establish on-going programs to promote and protect the best interest and uses of riparian owners, boaters, fishermen, bathers, and all other parties who have access to this body of water. In doing so, the Corporation may review and respond to all issues relating to the protection and preservation of the Lake Leelanau environment, the surrounding land and the water, including issues regarding safety and recreational enjoyment of the Lake. In addition, the Corporation may address issues related to governmental regulation and taxation and may review all property development proposals to determine what impact the projects might have on the riparian owners and users of Lake Leelanau. In furtherance of these purposes the Corporation is authorized to do any other things and exercise all corporate powers necessary to carry out the Corporation's purposes, with all the powers conferred upon it by the provisions of the Michigan Nonprofit Corporation Act, as amended (the ''Act"), subject to the Corporation’s Articles of Incorporation, these Bylaws and applicable law.
ARTICLE III - MEMBERS
3.1 Eligibility for Membership. An individual will be a Member if he or she pays the Membership dues described in Section 3.2. If the individual is a riparian property owner on Lake Leelanau, or a non-riparian Director, that individual will be a voting Member in the Corporation or non-riparian director they would be a voting member. Otherwise, that individual will be a non-voting Member of the Corporation. A non voting Member may also become a voting Member upon the affirmative vote of two thirds (2/3rds) of the Directors.
3.2 Membership Dues. The Board of Directors shall establish the initial and annual dues for Membership (both voting and non-voting) in the Corporation, The billing and collection of dues shall be in a manner prescribed by the Board of Directors.
3.3 Termination of Membership. Voting Membership shall be terminated automatically upon the failure of a Member to satisfy the requirements of section 3.1 of this article.
3.4 Annual Meeting. The annual meeting of the Members shall be held on a date, time and location as determined by the Board of Directors. At each annual meeting, Directors shall be elected and any other business shall be transacted that may come before the meeting.
3.5 Special Meetings. Special meetings of the Members may be called by the Board of Directors or by the president. Such meetings shall also be called by the president or secretary at the written request of not less than 10 percent of the Members.
3.6 Place of Meetings. All Membership meetings shall be held at the Corporation's principal office or at any other place determined by the Board of Directors and stated in the notice of the meeting. In addition, if the Board determines that it is in the Corporation’s best interest and its Member’s best interests, a meeting of Members may be held “virtually”, but only on the condition that the Members are entitled to participate as provided in Section 3.13 below.
3.7 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a Membership meeting shall be given not less than 10 days or more than 60 days before the date of the meeting. Notice shall be given either personally, by mail or by means of electronic transmission to each Member of record entitled to vote at the meeting at his or her last address as it appears on the books of the Corporation. Alternatively, notice may be published in the Corporation's newsletter, provided that the newsletter is published at least semiannually and is mailed to the Members entitled to vote at the meeting not less than 10 days or more than 60 days before the date of the meeting.
3.8 Record Dates. The Board of Directors may fix in advance a record date for the purpose of determining Members entitled to notice of and to vote at a meeting or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than 60 days nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.
3.9 List of Members. Representative of co-owners entitled to vote shall be determined by the Board of Directors.
3.10 Quorum. The voting Members present in person, electronically and by proxy shall constitute a quorum for that meeting. If the withdrawal of voting Members from the meeting leaves less than a quorum before adjournment, the remaining voting Members present in person, electronically and by proxy at the meeting may continue to do business until adjournment.
3.11 Proxies. A Member entitled to vote at a Membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the Member by proxy. A proxy shall be signed by the Member or the Member's authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the Member executing it except as otherwise provided by statute.
3.12 Voting. Each Member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally, in writing or by means of electronic transmission. When an action, other than the election of Directors, is to be taken by a vote of the Members, it shall be authorized by a majority of the votes cast by the Members entitled to vote. unless a greater vote is required by statute. Directors shall be elected by a plurality of votes cast at any election. In the case of multiple co-owners of a condominium unit, the co-owners of that unit shall file a written certificate designating one individual representative entitled to cast the vote for that unit and to receive all notices and other communications from the Association. The certificate shall be signed by all of the record owners of the unit and filed with the Secretary of the Association. Such certificate shall state the name and address of the individual representative designated, the number or numbers of the unit or units owned, the name and address of the person or persons, firm, corporation, partnership, association, trust or other legal entity who is the co-owner thereof and shall be signed and dated by the co-owners of record. All certificates shall be valid until revoked, until superseded by a subsequent certificate or until a change occurs in the record ownership of the unit concerned.
3.13 Meeting by Telephone or Similar Equipment. A Member may participate in a Membership meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other and provide comment. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
3.14 Member action by Ballot.
- The ballot provided to each Member shall set forth each proposed action, provide for the Members to vote either for or against each proposed action and specify a time by which the Corporation must receive a ballot in order to be counted as a vote of the Member. The time specified shall be not less than ten (10) or more than ninety (90) days after the date the Corporation provides the ballot to the Members.
- An action is considered approved by the Members by ballot if the total number of Member votes cast in ballots received by the Corporation by the time specified in the ballots equals or exceeds the quorum required to be present at a meeting to take action and the number of favorable votes equals or exceeds the number of votes that would be required to approve the action at a meeting at which the number of votes cast by Members present was the same as the number of votes cast by ballot.
- A member may not revoke a ballot received by the Corporation.
- Except as provided in Section 3.12 with respect to the election of Directors, an action is considered approved by the Members if a majority of the ballots cast support the propose action.
- Should at least 10% of the Members request that an action be taken by ballot, the Board of Directors shall conduct the voting by ballot.
- The term ballot includes an instrument in written or electronic form.
3.15 Member Action by Ballot Voting at Polling Place. Any action the Members are required or permitted to take at an annual or special meeting, including the election of Directors, may be taken without a meeting if the Corporation provides a ballot to each Member that is entitled to vote that allows the Member to vote at a polling place or at polling places established by the Corporation which are reasonably accessible to the Members. The Corporation shall provide notice to each Member that is entitled to cast a ballot at a Member vote held at a polling place or at polling places within the same time and in the same manner provided for notice of meetings of Members.
- The notice shall describe each proposed action that is included on the ballot, the location of the polling place or places and the times when the polling places are open.
- The ballot shall describe each proposed action and provide an opportunity for a Member to vote for or against the action.
- Except as provided in Section 3.12 with respect to the election of Directors, any action is considered approved by the Members if a majority of the ballots cast support the propose action.
- An invalid ballot, an abstention or the submission of a ballot marked “abstain” with respect to any action does not constitute a vote cast on that action.
- A Member may not revoke a ballot cast at a polling place.
- Should at least 10% of the Members request in writing that an action be taken by ballot cast at a polling place or polling places, the Board of Directors shall conduct the voting by ballot.
ARTICLE IV - BOARD OF DIRECTORS
4.1 Authority of Board, Number and Qualifications. The property, business and affairs of the Corporation shall be managed under the direction of the Board of Directors. There shall be no less than nine (9) Directors and no more than twenty four (24) Directors on the Board, as shall be determined from time to time by the Board. Each Director must be a Member of the Corporation. At least one-third of the Directors must be riparian property owners on South Lake Leelanau and at least one-third of the Directors must be riparian property owners on North Lake Leelanau. In recruiting new Directors, the Board will strive to recommend Members who will reflect the diversity of the community.
4.2 Term of Office. The term of office of each Director shall three (3) years. Election of Directors, as vacancies occur, shall take place at each annual meeting of the Members of the Corporation. The Directors serving on the Board in June 2020 shall designate one-third of the Directors as serving terms as Directors with terms ending at the annual meetings in 2020, 2021 and 2022. The term of each Director first elected to the Board at the annual meeting of the Members of the Corporation in 2020, or thereafter, may only be re-elected for two additional terms, in addition to any partial term served pursuant to Section 4.3 and shall then be ineligible for re-election to the Board for a period of one year. In addition, the Members may extend the term of a Director for one year to permit a Director to serve as an officer.
4.3 Vacancies. Whenever any vacancy occurs in the Board by reason of death, resignation, removal, or an increase in the number of Directors, a majority of the Directors then in office shall select a person to fill such vacancy for the unexpired term of his or her predecessor, or the normal term, in the case of an increase in the number of Directors. The person appointed shall serve until the next annual or special meeting of the Membership, when the vacancy shall be filled by vote of the Members.
4.4 Resignation and Removal. A Director may be removed with or without cause at any time upon the affirmative vote of the majority of the Directors then in office. A Director may resign at any time upon providing the Corporation with a written notice of resignation, which resignation shall be effective upon receipt by the Corporation or at a subsequent time as set forth in the notice.
4.5 Annual Meeting. An annual meeting of the Board shall be held each year at such time and place as the Board may designate. If the annual meeting is not held at that time, the Board shall cause the meeting to be held as soon thereafter as is convenient.
4.6 Regular Meetings. Regular meetings of the Board may be held with or without notice at such time and place as the Board may designate.
4.7 Special Meetings. Special meetings of the Board may be held at any time or place upon the call of the President, or by the President at the direction of not less than fifty percent (50%) of the other Directors. Oral, electronic or written notice of the time and place of all special meetings of the Board shall be given to each Director not less than two (2) days before the meeting, but no notice of adjourned meetings need be given. Meetings may be held at any time without notice if all the Directors are present or if those not present submit a signed waiver of notice of the time and place of such meeting, either before or after the holding thereof:
4.8 Statement of Purpose. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice for that meeting.
4.9 Waiver of Notice. The attendance of a Director at a Board meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the Director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
4.10 Meeting by Telephone or Similar Equipment. A Director may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other and provide comment. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
4.11 Quorum. A majority of the Directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Excepted as otherwise provided in these Bylaws, actions voted on by a majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.
4.12 Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if, either before or after the action is taken, all of the Directors consent thereto in writing or by means of electronic transmission. The consents shall be filed with the minutes of the proceedings of the Board.
4.13 Director Emeritus. A Director that has served at least 9 years may be elected by a majority of the Directors as a Director Emeritus. A Director Emeritus will be entitled to attend Board meetings and serve on committees but will not be entitled to vote at Board meetings.
4.14 Attendance at Board of Director’s Meetings. Each Director shall attend at least two-thirds of the regular Board meetings, either in person or electronically, during each year of the Director’s term in office, measured from the annual meeting of the Members. The Governance Committee will recommend action to be taken regarding a Director who has not met this requirement. Such action may include removal from the Board.
ARTICLE V - OFFICERS
5.1 Officers. The officers of the Corporation shall be the President, one or more Vice Presidents, Secretary, Treasurer and Immediate Past President.
5.2 Election. All officers (with the exception of the immediate past president) shall be elected by a majority vote of the members of the Board of Directors. The same person may hold any two offices, but an officer shall not execute, acknowledge or verify any instrument in more than one capacity if required by law to be executed, acknowledged or verified by two or more officers.
5.3 Terms of Office. The term of office of all of the officers shall commence at the annual meeting of the Members and shall continue for two years thereafter until their respective successors are elected or until their resignation or removal. The term of the Treasurer and a Vice-President will commence in even numbered years and the term of the President and a Vice-President (if there are two Vice-Presidents) and the Secretary will commence in odd numbered years. An officer may resign by written notice to the Corporation. The resignation shall be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The Directors shall have the power to fill any vacancy in any office occurring for whatever reason.
5.4 Removal. Any officer may be removed from office at any meeting of the Directors, with or without cause, by the affirmative vote of a majority of the Directors then in office, whenever, in the judgment of the Directors, such removal will be in the best interests of the Corporation.
5.5 Additional Officers. The Board may elect or appoint from time to time such additional officers as, in its opinion, are desirable for the conduct of the business of the Corporation. Such officers shall have duties as specified by the Board.
5.6 Vacancies. If any office becomes vacant for any reason, the Board shall fill such vacancy.
5.7 President. The President shall be the chief executive officer of the Corporation; shall supervise the operations of the Corporation; shall preside at all meetings of the Directors; shall have general management and control of the business and affairs of the Corporation subject to the control of the Board; and shall see that all orders and resolutions of the Board are carried into effect. The President shall be a Director of the Corporation and shall be a voting member of each committee. The President may only serve three consecutive terms, in addition to any partial term he or she may have served.
5.8 Vice-President(s). The Vice-President(s) shall have such powers and perform such duties as may be assigned to them by the President or the Board of Directors. In the absence or disability of the President, should there be more than one Vice-President, the Board of Directors will determine which Vice-President shall perform the duties and exercise the power of the President. Vice-Presidents shall be Directors of the Corporation.
5.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and shall cause to be reported all votes and minutes of all proceedings in a book to be kept for that purpose. The Secretary shall be responsible for taking the minutes of the meetings of the Executive Committee but shall not be responsible for taking the minutes of the meetings of other committees. The Secretary shall give or cause to be given, notice of all meetings of the Board. The Secretary shall be a Director of the Corporation.
5.10 Treasurer. The Treasurer shall oversee the care and custody of the funds of the Corporation, and other valuable effects, including inventory. The Treasurer shall ensure that full and accurate accounts of receipts and disbursements in books belonging to the Corporation are kept. The Treasurer shall render to the President and Board at the Annual Meeting of the Board, or whenever it may request, an account of all financial transactions of the Corporation and of the financial condition of the Corporation. Any and all funds received by the Corporation shall immediately be deposited in the name and to the credit of the Corporation in such accounts as may be designated by the Board. The Treasurer shall perform such other duties as may be prescribed by the Board, or the President under whose supervision the Treasurer shall act. The Treasurer shall be a Director of the Corporation.
ARTICLE VI - COMMITTEES OF THE BOARD
6.1 Committees of the Board. The Board of Directors, by resolution, may create one or more committees and assign each such committee specific responsibilities and authority. The Executive Committee and the Standing Committees set forth in Section 6.3 are hereby created. The responsibilities and authority of the Executive Committee and these Standing Committees are set forth in Section 6.2 and 6.3, respectively. The creation of a committee and delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law. In addition, no committees shall have the power or authority to:
- Amend the Articles of Incorporation of the Corporation;
- Adopt an agreement of merger or consolidation;
- Amend the Bylaws of the Corporation or any resolution of the Board;
- Fill vacancies on the Board; and
- Fix compensation of the Directors for serving on the Board or on any committee thereof.
6.2 Executive Committee. The Executive Committee shall consist of the officers of the Corporation and the chairs of the standing committees. The Executive Committee shall have the full power and authority of the Board, subject to those limitations as set forth in Section 6.1 above, to act between meetings of the Board.
6.3 Standing Committees.
- Governance Committee: The Governance Committee shall consist of at least three (3) members, including the President and at least one Vice-President. The Governance Committee shall provide for Board succession by making recommendations for officers and Directors to the Board of Directors. These recommendations must be received at least ten days before the date of the meeting called for the election. In addition, the Governance Committee shall provide training and/or materials for each Director in order to fulfill his or her responsibilities, including a list of expectations and best practices for each Director, an orientation process for new Directors, a self-evaluation process for the Board, and continuing education materials for the Board.
- Finance Committee: The Finance Committee shall consist of at least three members, including the Treasurer. The Finance Committee will be responsible for reviewing periodic financial statements, selecting an auditor and reviewing the auditor's report annually and providing financial oversight to the organization.
- Lake Stewardship Committee: The Lake Stewardship Committee shall consist of at least three members, including the Lake Biologist and will be responsible bringing to the Board's attention all matters relating to water quality, water safety, fishing and other recreational activities, development and regulations and other matters which may either benefit or adversely affect the lake's water quality or the ability of the Association's Members to use the lake safely.
- Community Engagement Committee: The Community Engagement Committee shall consist of at least three members and will be responsible for (i) maintaining the Association's database of members and donors; (ii) soliciting and acknowledging memberships; (iii) developing and implementing a communications program to keep Members and non-Members informed of key issues of interest to the Association; and (iv) raising funds through grants and donations to enable to Association to reach its annual fundraising goals.
6.4 Procedure. The President shall recommend to the Board the members and chair of each Committee. The Board, by resolution, shall then appoint the members and chair of each committee. Except for the Executive Committee, non-Board members may be appointed to each committee but may only constitute a minority of a committee. All committees and each member thereof, shall serve at the pleasure of the Board. The Board shall have the power at any time to increase or decrease the number of members of any such committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof. The Board may designate one or more Directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. Except as otherwise provided herein, the Board shall designate the Chairman of each committee. All such committees shall keep minutes of all meetings, which shall be submitted to the succeeding meeting of the Board for approval. Regular or special meetings of any such committee may be held in like manner as provided in these Bylaws for regular or special meetings of the Board, and a majority of any such committee shall constitute a quorum at any such meeting.
6.5 Committee Action Without Meeting. If and when the members of the Executive Committee or any other committee shall severally or collectively consent in writing to any action authorized to be taken by such committee, either before or after the action is taken, such action shall be a valid committee action as though it had been authorized at a meeting of the committee and the written consents shall be filed with the minutes of the proceedings of such committee.
ARTICLE VII - INDEMNIFICATION
7.1 Indemnification. The Corporation shall, to the fullest extent now or hereafter permitted by law and its Articles of Incorporation, indemnify any Director or Officer of the Corporation (and, to the extent provided in a resolution of the Board or by contract, may indemnify any Director or non-Director volunteer, Officer, employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person isorwas a Director, Officer, non-Director volunteer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, non Director volunteer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees (which expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as provided by law), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted (or refrained from acting) in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The indemnification herein provided for shall continue as to a person who has ceased to be a Director or Officer of the Corporation and, to the extent provided in a resolution of the Board or in any contract between the Corporation and such person, may continue as to the person who has ceased to be a non-Director volunteer, employee or agent of the Corporation. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, Officer, non-Director volunteer, employee or agent of the Corporation shall continue to inure to the benefit of that person and to the benefit of the heirs and personal representatives of such person.
7.2 Determination. The determination as to whether a Director, Officer, employee, or agent is entitled to indemnification as provided for in Section 1 hereinabove shall be made in any of the following ways:
- By the board, by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding.
- If the quorum described in subdivision (1) is not obtainable, by majority vote of a committee designated by the Board, in which Board action Directors who are parties may participate consisting solely of two or more Directors not parties to the action or proceeding.
- By independent legal counsel in a written opinion.
ARTICLE VIlI - FISCAL AND ADMlNISTRATIVE PROVISIONS
8.1 Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31, unless otherwise authorized by the Board
8.2 Financial Records. The Corporation's financial records shall be examined annually as directed by the Board.
8.3 Contracts. The Directors may authorize by resolution any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
8.4 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
8.5 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.
8.6 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Directors may select.
ARTICLE IX - NOTICES
Any notice or communication required or permitted to be given by mail, except as required by law, may be mailed by registered, certified or other first class mail to the person to whom it is directed at the address designated by the person under the Amended and Restated Condominium Bylaws. Any notice or communication given to the Corporation shall be directed to the resident agent of the Corporation at the registered office of the Corporation or to such person as may be designated by the Board and communicated to the Members. The notice or communication shall be deemed to have been given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service.
ARTICLE X - AMENDMENTS
These Bylaws may be amended or repealed or new Bylaws may be adopted in lieu thereof by the affirmative vote of a majority of the Directors of the Corporation then in office.
These Amended and Restated Bylaws of the Lake Leelanau Lake Association were duly approved and adopted by the Board of Directors of the Corporation on the 28th day of May 2020 and were amended as of January 10, 2023.