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Vote WOWB-V003 for Implementation of By-Laws

These new bylaws, if approved by the majority of the neighbors, would set the rules for how our Homeowners’ Association (HOA) is run. In this case focusing on the Board of Directors and the Officers who manage the HOA.

BYLAWS OF THE WOODLANDS OF WEST BLOOMFIELD HOMEOWNERS ASSOCIATION 

BOARD OF DIRECTORS

RECITALS

WHEREAS, Declarant Pulte Homes of Michigan Corporation, a Michigan Corporation (“Pulte” and “Declarant”) established the Woodlands of West Bloomfield Subdivision (“Subdivision”) by recording the plat thereof in Liber 236, Pages 10-26, Oakland County Records;

WHEREAS Declarant recorded certain Covenants, Conditions, and Restrictions governing the harmonious use and development of the Subdivision on January 17, 1995 in Liber 15208, Page 218, Oakland County Records (“Restrictions”);

WHEREAS Article III, Sec. A provides that every lot owner in the Subdivision shall be a member of the Woodlands of West Bloomfield Subdivision Homeowners Association (“Association”), which shall be responsible for the maintenance and beautification of the Common Areas of the Subdivision, as well as conducting such other Association Business as shall be permitted by its By-Laws;

WHEREAS on November 14, 1995, the Declarant (via legal counsel) filed said Articles of Incorporation (“Articles”) for the Woodlands of West Bloomfield Homeowners Association with the Michigan Department of Commerce – Corporations and Securities Bureau (now, LARA) Document 738-587, for the following purposes:

(a) To manage and administer the affairs of and to maintain the Association;

(b) To levy and collect assessments against and from the Members of the Association and to use the proceeds for the purposes set forth in the Declaration of Covenants, Conditions and Restrictions, as they may be amended from time to time, as recorded in Oakland County Records (collectively, the “Declaration”);

(c) To carry insurance and to collect and allocate the proceeds thereof;

(d) To repair and rebuild improvements owned by the Association in Woodlands of West Bloomfield (collectively, the “Subdivision”) after casualty;

(e) To maintain and repair the common areas within the Subdivision, including without limitation, the Entrance Area Improvements within the Subdivision in accordance with, and as such term is defined in, the Declaration.

(f) To contract for the management, operation, maintenance and administration of the Subdivision and the Association;

(g) To make and enforce reasonable regulations concerning the use and enjoyment of the’ common areas in the Subdivision;

(h) To own, maintain and improve, and to buy, sell, convey, assign or mortgage any real and personal property, including but not limited to any Lot in the Subdivision, any easements or licenses or any other real property, whether or not contiguous to the Subdivision, for the purpose of providing benefit to the Association Members and furthering any of the purposes of the Association;

(i) To borrow money and issue evidences of indebtedness in order to accomplish the Association’s purposes; to secure any indebtedness by mortgage, pledge or other lien;

(j) To enforce the provisions of the Declaration and of these Articles of Incorporation and such Bylaws and Rules and Regulations of the Association as may be adopted; 

(k) To make and perform any contract and to exercise all powers necessary, incidental or convenient to the administration, management, maintenance, repair, replacement and operation of the Subdivision;

WHEREAS the Articles specified (“Class A”) and (“Class B”) membership in the Association wherein Declarant (Developer) was the sole Class B member of the Association for so long as Declarant (Developer) owned lots in the Subdivision;

WHEREAS Developer has sold all lots in the Subdivision and only Class A membership remains;

WHEREAS the Restrictions do not contain bylaws governing the creation of a Board of Directors of the Association;

WHEREAS on __________, 2023 (“Effective Date”), at a duly noticed special meeting of the Association for said purpose, a majority of said members of the Association voted in the affirmative to enact a Board of Directors of the Woodlands of West Bloomfield Subdivision Homeowners Association (“Board”) pursuant to the Woodlands of West Bloomfield Subdivision Homeowners Association Board of Directors Bylaws (“Bylaws”);

NOW THEREFORE, as of the Effective Date, these Bylaws are in full force and effect.

 

 

Board of Directors (Article I):

 
  • The Board must have at least three members, who are also part of the HOA and own property here.
  • They work without pay.
  • HOA members elect the Board at our annual meeting or a special meeting.
  • The Board makes decisions for the HOA, following our rules and regulations.
  • If a Board member leaves, the remaining members can vote in a replacement.
  • HOA members can vote to remove a Board member with more than half agreeing.
  • After elections, the new Board meets within ten days without needing a special notice.

    FAQ: Understanding the Benefits of ARTICLE I – BOARD OF DIRECTOR

    1. What are the primary benefits of ARTICLE I – BOARD OF DIRECTORS for our HOA?

    ARTICLE I – BOARD OF DIRECTORS ensures enhanced governance and stability by establishing a structured leadership with a minimum of three Board members who are lot owners, creating a clear succession plan for filling vacancies, and including accountability measures for the removal of Directors. This section empowers the Board with the necessary authority to manage the HOA’s affairs efficiently and implement rules that promote a harmonious living environment. Additionally, it ensures member participation by requiring Directors to be lot owners and providing clear processes for member input and influence, fostering a sense of ownership and community engagement.

    2. How will HOA members benefit from ARTICLE I – BOARD OF DIRECTORS?

    HOA members will benefit from improved community management through a more professional and efficient Board structure, consistent enforcement of rules, and enhanced transparency and communication. The accountability measures in ARTICLE I ensure that leadership remains responsive to the community’s needs, while inclusive decision-making processes keep the Board connected to member preferences. This structured approach encourages active participation, fostering a stronger community spirit and swift responsiveness to issues, ultimately leading to better management of resources and community concerns.

    3. As residents, why should we vote for ARTICLE I – BOARD OF DIRECTORS?

    Voting for ARTICLE I – BOARD OF DIRECTORS promotes stability and order by establishing a solid governance framework, reducing leadership disputes, and ensuring continuity in management. The structured decision-making process and accountability measures enhance the overall quality of life for residents by leading to better management of common areas, resources, and community projects. Supporting ARTICLE I demonstrates a commitment to transparent, accountable, and participative community governance, fostering trust, collective responsibility, and thoughtful representation, as all Directors are vested lot owners in the community’s success.

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.

 

Officers of the HOA (Article II):

 

  • Our main officers are the President (who must be on the Board), Secretary, and Treasurer. We can also have assistant roles.
  • One person can hold more than one office, but not be both President and another officer.
  • The President leads meetings and can set up committees.
  • The Secretary keeps track of meeting notes and important papers.
  • The Treasurer manages our money, including keeping records and handling deposits.
  • Officers are chosen every year by the Board and can be removed by a Board vote.
  • They have set duties and are protected from being personally financially responsible for their honest, lawful decisions.

FAQ: Understanding the Benefits of ARTICLE II – OFFICERS OF THE ASSOCIATION

 

1. What are the primary benefits of ARTICLE II – OFFICERS OF THE ASSOCIATION for our HOA?

ARTICLE II – OFFICERS OF THE ASSOCIATION provides a clear structure for the principal officers, including a President, Secretary, and Treasurer, ensuring that the HOA’s leadership is well-defined and capable of efficiently managing the Association’s affairs. The President, as a member of the Board, presides over meetings and has the authority to appoint committees, enhancing the organization’s ability to address various issues. The Secretary is responsible for maintaining accurate records of meetings and handling essential documents, while the Treasurer manages the Association’s finances, ensuring transparency and proper accounting. This article also establishes the process for the annual election and potential removal of officers, promoting accountability and adaptability within the HOA’s leadership.

2. How will HOA members benefit from ARTICLE II – OFFICERS OF THE ASSOCIATION?

HOA members will benefit from a well-organized leadership structure that ensures efficient and effective management of the Association’s affairs. The defined roles and responsibilities of the President, Secretary, and Treasurer ensure that critical tasks are handled by capable individuals, promoting transparency and accountability. The election and removal processes for officers allow members to have a say in their leadership, ensuring that those in office remain responsive to the community’s needs. Furthermore, the limitation of liability and indemnification provisions protect Board members and officers, encouraging volunteerism and reducing personal risk, while insurance provisions provide additional security against potential liabilities.

3. As residents, why should we vote for ARTICLE II – OFFICERS OF THE ASSOCIATION?

Voting for ARTICLE II – OFFICERS OF THE ASSOCIATION promotes a structured and efficient leadership framework, which is essential for the smooth operation of the HOA. The clear delineation of officer roles ensures that key functions such as meeting oversight, record-keeping, and financial management are handled professionally and transparently. The ability to elect and remove officers provides residents with control over their leadership, fostering a responsive and accountable governance system. Additionally, the protection and indemnification clauses encourage qualified individuals to serve without fear of personal liability, ensuring that the HOA can attract and retain capable leaders. This article, therefore, supports a well-governed, transparent, and resilient community organization.

 

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.

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