Article V

Directors and Officers

Section 5.1: Designations and general responsibilities
Section 5.2: Qualifications for directors.
Section 5.3: Officers
Section 5.4: Block Chairpersons
Section 5.5: Meetings of the Board of Directors
Section 5.6: Quorum
Section 5.7: Vacancies
Section 5.8: Compensation
Section 5.9: Duties of the President
Section 5.10: Duties of the Vice-President
Section 5.11: Duties of the Secretary
Section 5.12: Duties of the Treasurer
Section 5.13: Duties of the Block Chairpersons
Section 5.14: Removal of directors

Section 5.1 Designations and general responsibilities. The number of Directors will total 14, consisting of 4 Officers and 10 Block Chairpersons. All business and property of the Corporation will be managed and controlled by the Board of Directors.

Section 5.4 Block Chairpersons. Each "Area" or "Block" in the subdivision will be represented on the Board of Directors by an Area Representative to be known as a Block Chairperson. There will be one representative on the Board from each of the following areas:

• Bellaire Court
• Blissfield Court
• Bloomfield Court
• Dunecrest Drive
• Dunes Parkway
• Lower Norcrest Drive/Norton Hills Road
• Upper Norcrest Drive
• Pleasant Hill Drive
• North Hilltop Drive
• South Hilltop Drive

Block Chairpersons shall be elected by a simple majority of the shareholders owning lots in the area to be represented, whether in attendance or represented by proxy at the annual meeting of the shareholders. Each Block Chairperson will hold office until a successor is elected or until resignation or removal from the Board.

Section 5.5 Meetings of the Board of Directors. The Board of Directors shall meet at least once quarterly, but meetings of the Board may be called at any time by any two Directors. Directors shall be notified in any reasonable manner of the time, place and purpose of all meetings of the Board at least seven days prior to such meeting. Any officer may seek whatever assistance may be required to perform the duties of office. Each officer or director shall have one vote in any question put to the Board of Directors. In case of a tie vote at any meeting of the Board of Directors, the Officers shall decide the question. If the vote of the Officers is tied, the President shall cast a second deciding vote.

Section 5.6 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, and if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting to a future date.

Section 5.7 Vacancies. Vacancies in the Board of Directors will be filled by appointment of a majority of the remaining Directors. Each Director so appointed shall hold office until a successor is elected by the shareholders at the next annual meeting of the shareholders or at any special meeting duly called for that purpose.

Section 5.8 Compensation. Directors shall serve the Corporation without compensation for the performance of their official duties, but may be reimbursed for reasonable expenses incurred in the performance of those duties.

Section 5.9 Duties of the President. The President shall be the chief executive officer of the Corporation, and in the recess of the Board of Directors shall have the general control and management of the Corporation's business and affairs, subject, however, to the right of the Board of Directors to delegate any specific power (except those which may by statute be conferred exclusively upon the President) to any other Officer or Officers of the Corporation. The President shall preside at all meetings of the Directors and all meetings of the shareholders. The President shall, with the Secretary, sign any certificates of stock in the Corporation issued during his or her term in office. The President may, from time to time, delegate any of his or her duties to the Vice-President except those which may by statute only be performed by the President.

Section 5.10 Duties of the Vice-president. The Vice-president shall succeed to President should the office of President become vacant by death, disability or other cause and, in the event of the absence of the President, or the President's inability to discharge the duties of his or her office, such duties shall temporarily devolve upon the Vice-president.

The Vice-president shall, within 15 days of taking office or within 15 days of the effective date of this amendment, become a signatory, with the Treasurer, on the Corporation’s bank accounts, and shall remain a signatory until the expiration of the Vice-president’s term or his or her removal from office. The Vice-president is authorized to act as Treasurer should the office of Treasurer become vacant by death, disability or other cause and, in the event of the absence of the Treasurer, or the Treasurer’s inability to discharge the duties of his or her office, such duties shall temporarily devolve upon the Vice-president. ⁽²⁾

The Vice-president shall perform any other duties which the President or the Board of Directors may, from time to time, authorize him or her to do.

Section 5.11 Duties of the Secretary.

The Secretary of the Corporation shall:

• keep the minutes of all meetings of the shareholders and all meetings of the Board of Directors in books provided for that purpose (except that in the Secretary's absence or inability to discharge the duties of office, the presiding officer may appoint any person to act as Secretary of that particular meeting);
• attend to the giving and receiving of all notices of the Corporation, including collecting mail from the Corporation's post office box at least once per month;
• sign, with the President or Vice-president, all contracts authorized by the Board of Directors in the name of the Corporation;
• sign, with the President, any certificates of stock in the Corporation issued during his or her term in office;
• take charge of the stock certificate ledger and manage the transfer and replacement of stock certificates as specified in Article II of these bylaws;
• take charge of any other books and papers as the Board of Directors may direct;
• accept and record all proxies and revocations thereof;
• act as Resident Agent for the Corporation;
• accurately complete and promptly file the "Nonprofit Corporation Information Update" or similar replacement form with the Michigan Department of Consumer and Industry Services or its successor annually or as may be required by law;
• immediately upon taking office, accurately complete and promptly file a "Certificate of Change of Registered Office and/or Change of Resident Agent" or similar replacement form with the Michigan Department of Commerce-Corporation & Securities Bureau or its successor;
• accurately complete and promptly file any other forms or statements required by law except those forms and statements assigned to another officer in these bylaws or required by law to be completed by another officer;
• make any and all records in the Secretary's charge, at all reasonable times, open to the examination of any Director.

Section 5.12 Duties of the Treasurer.

The Treasurer shall:

• have custody and keep account of all money, funds and property of the Corporation, unless otherwise determined by the Board of Directors;
• present a financial report showing a balance sheet and a record of income and expenses at each quarterly meeting of the Board of Directors;
• render such accounts and present such statements to the President and other Directors as may be reasonably required;
• deposit all funds of the Corporation which may come into the Treasurer's hands in such bank or banks as the Board of Directors may designate
• title all bank accounts in the name of the Corporation;
• send all billings for annual dues and special assessments as determined by the Board of Directors;
• keep an accurate accounting of dues, special assessments, and other payments received;
• pay out money to satisfy the Corporation's legal debts;
• obtain approval from the Board of Directors before paying any unbudgeted expense in excess of $100;
• maintain an accurate accounting of all expenditures;
• provide the Board of Directors, at least 30 days prior to the Annual Meeting, with the financial records of the Corporation for verification;
• present at the Annual Meeting a report of the Corporation's assets and liabilities and a summary of actual and anticipated expenditures;
• accurately complete and promptly file the "Michigan Annual Report Nonprofit Corporations" with the appropriate governmental agency annually or as required by law;
• accurately complete and promptly file the Corporation’s tax return(s); ⁽²⁾
• accurately complete and promptly file other forms or statements required by law as they become known to the association except those forms and statements assigned to another officer in these bylaws or required by law to be completed by another officer.