- hoa@woodlandsofwb.org
ARTICLE I – BOARD OF DIRECTORS
Section 1 – Number and Qualification of Directors. The Board shall have a minimum of three (3) members, who must all be members of the Association and lot owners in the Subdivision. Directors shall serve without compensation.
Section 2 – First Board. Members of the Association shall elect all Directors on the Board. At the First annual meeting of the Association after the enactment of these Bylaws, or at a special meeting duly called and noticed for the purpose of electing the Board, three (3) (“Directors”) shall be elected for a term of two (2) years. The Directors shall hold office until their successors have been elected and hold their first meeting after their terms expire.
Section 3 – Board Powers. The Board shall have the powers and duties necessary for the administration of the affairs of the Association and may do all acts and things as are not prohibited by the Restrictions and Articles (including those acts and things previously stated herein in these Recitals including rules and regulations in accordance with the Restrictions and Articles) or required to be exercised and done by the members of the Association.
Section 4 – Board Vacancies. Vacancies in the Board caused by any reason other than the removal of a Director by a vote of the members of the Association shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
Section 5 – Removal of Board Directors. At any regular or special meeting of the Association duly called with due notice of the removal action proposed to be taken, any one or more of the Directors may be removed with or without cause by the affirmative vote of more than fifty percent (50%) of all the members of the Association, not just of those present, and a successor may then and there be elected to fill any vacancy thus created.
Any Director whose removal has been proposed by the members of the Association shall be given an opportunity to be heard at the meeting.
Section 6 – First Meeting of Board after Formation of Board Election. The first meeting of a newly elected Board shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting. The whole Board shall be present.
ARTICLE II – OFFICERS OF THE ASSOCIATION
Section 1 – Officers. The principal officers shall be a President, who shall be a member of the Board of Directors, a Secretary and a Treasurer. The Directors may appoint an Assistant Treasurer, and an Assistant Secretary, and such other officers as in their judgment may be necessary. Any two (2) offices except that of President may be held by one person.
Section 2 – President. The President shall preside at all meetings of the association and of the Board and shall have 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 committees from among the members of the Association from time to time as the President may in the President’s discretion deem appropriate to assist in the conduct of the affairs of the Association.
Section 3 – Secretary. The Secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the members of the Association. The Secretary shall have charge of such books and papers as the Board may direct. The Secretary shall, in general, perform all duties incident to the office of the Secretary.
Section 4 – Treasurer. The Treasurer shall have responsibility for the Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, and in such depositories as may, from time to time, be designated by the Board.
Section 5 – Election of Officers. The officers of the Association shall be elected annually by the Board at the organizational meeting of each new Board and shall hold office at the pleasure of the Board of Directors.
Section 6- Removal of Officers. Upon affirmative vote of a majority of the members of the Board, any officer may be removed either with or without cause, and such officer’s successor elected at any regular meeting of the Board, or at any special meeting of the Board called for such purpose. No such removal action may be taken, however unless the matter shall have been included in the notice of such meeting. The officer who is proposed to be removed shall be given an opportunity to be heard at the meeting.
Section 7- Duties of Officers. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board.
Section 8 – Limitation of Liability of Board and Officers. Limitation of Liability of volunteer officers of the Association and Board members: No member of the Board, and no volunteer Officer of the Association shall be liable to the Association or its members for money damages for any action taken or any failure to take any action as a Board member or Officer, if each of the following conditions are met: 1) the individual was acting or reasonably believed they were within the scope of their authority; 2) the individual was acting in good faith; 3) the individual’s conduct did not amount to gross negligence or willful and wanton misconduct; 4) the individual’s conduct was not an intentional tort. Provided, however, that this provision shall not eliminate or limit the liability of a Board member or Officer for any of the following: the amount of a financial benefit received by a Board member or Officer for which they are not entitled; intentional infliction of harm on the Association or its members; an intentional criminal act.
Section 9 – Indemnification of Board and Officers. Each person who is or was a Board member or Officer of the Association shall be indemnified to the fullest extent of the laws of Michigan. This indemnification shall continue as to a person who ceases to be a Board member or Officer, and shall inure to the benefit of the heirs, executors, and administrators of that person.
Section 10 – Insurance. Insurance. The Association may purchase and maintain insurance on
behalf of any person who is or was serving at the request of the Association as a Director, officer, employee or agent against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Association would have power to indemnify him against such liability under Sections 8 and 9. In addition, the Association may purchase and maintain insurance for its own benefit to indemnify it against any liabilities it may have as a result of its obligations of indemnification made under Sections 8 and 9.
