By-Laws

Name and Location. The name of the corporation is BROOKEDALE WOODS HOMEOWNERS ASSOCIATION, hereinafter referred to as the "Association." The principal office of the corporation shall be located at 3250 West Big Beaver Road, Troy, Michigan 48084, but meetings of members and directors may be held at such places within the State of Michigan, County of Oakland, as may be designated by the Board of Directors.

Section 1. "Association" shall mean and refer to BROOKEDALE WOODS HOMEOWNERS ASSOCIATION, a Michigan non-profit corporation, its successors and assigns.

Section 2. "Subdivision" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions and any Amendments thereto and such additions thereto as may hereafter be brought within the jurisdiction of the Association, including proposed Brookedale Woods Subdivision Nos. 2 and 3: Lots 1 through 116 inclusive and common areas of Brookedale Woods Subdivision, Part of the N.E. 1/4 of Section 7, T3N., R11E., Township of Avon, Oakland County, Michigan, according to the Plat thereof, as recorded in Liber 148 of Plats, Pages 33–35 inclusive, Oakland County Records.

Section 3. "Common Area" shall mean all real property owned by the Association for the common use and enjoyment of the Owners described, including such additional open space areas as may be hereafter brought within the jurisdiction of the Association, by development of Brookedale Woods Subdivision Nos. 2 and 3. The first Open Space Area is described as follows: Private Open Space Areas 1–5 inclusive, consisting of 5.902 acres and being part of Brookedale Woods Subdivision, according to the Plat thereof, as recorded in Liber 148 of Plats, Pages 33–35, Oakland County Records.

Section 4. "Lot" shall mean and refer to any numbered lot in the "Subdivision" as defined in Section 2 above.

Section 5. "Owner" shall mean and refer to the Record Owner, whether one or more persons or entities, of a fee simple title to any lot which is part of the subject "Subdivision" including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. When more than one person or entity has an interest in the fee simple title to any lot, the intent of all such persons collectively shall be that of a single owner.

Section 6. "Declarant" shall mean and refer to Frankel-Smokler Investment Co., its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Developer for the purpose of development.

Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the subdivision plat recorded in the office of the Oakland County Register of Deeds, State of Michigan.

Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.

Section 9. "Stock" shall mean and refer to the shares of stock of Brookedale Woods Homeowners Association, a Michigan non-profit corporation, organized on a stock basis and issued to its members in accordance with these By-Laws and Article III of the subdivision open space agreements entered into by the Declarant and Avon Township.

Section 1. The Association shall issue shares of stock to its members in accordance with the terms of Article III of the Declaration of Covenants, Conditions and Restrictions. Each Shareholder is entitled to a number of votes equal to the number of shares of stock held by him.

Section 2. Shares of stock shall not be transferable by assignment, sale or other method of transfer but must be returned to the Association to be reissued if so required in the name of the Assignee, Purchaser or Transferee, as the case may be, in accordance with the Declaration of Covenants, Conditions and Restrictions as aforesaid. The Board of Directors shall cause complete records to be kept on a current basis of the ownership of issued shares of stock, the number of votes attributable thereto, and all transfers or assignments. Each share of stock shall contain thereon a restriction provision to accomplish the terms of this section.

Section 1. Annual Meeting. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of eight o'clock P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or the Board of Directors, or upon written request of one-fourth (1/4) of the members who are entitled to vote.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Each member shall register his address with the Secretary, and notices of meetings shall be mailed to each member at such address. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting. If the business of any meeting shall involve any change in the basis or maximum amount of assessments set forth in Section 9 of the Subdivision Open Space Agreement to which the Subdivision is subject and recorded or any special assessments therein authorized, notice of such meeting shall be given or sent as therein provided.

Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of the total membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.

Section 1. Number. The affairs of this Association shall be managed by a Board of not less than four (4) directors, nor more than eight (8). The first such Board of Directors shall be appointed by the Declarant and thereafter until the vote of the lot owners equals that of the Declarant or until December 1, 1980, whichever is sooner to occur.

Section 2. Term of Office. One half (1/2) of the directors shall be elected each year. Directors shall be elected by the members at each annual meeting of shareholders and shall serve two-year terms. Directors may be elected to fill unexpired terms for periods of less than two years. A director shall hold office for the term for which he is elected, until either his successor is elected, and qualified, or until his resignation or removal. The term of office for the directors who are elected at the annual meeting to be held during July 1981 shall be as follows:

• (A) Two years for the directors who receive the largest number of votes, and
• (B) One year for the remaining directors elected at such meeting.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

Section 4. Vacancies. Vacancies in the Board of Directors shall be filled by the majority of the remaining directors, any such appointed director to hold office until his successor is elected by the members who may make such election at the next annual meeting of the members or at any special meeting duly called for the purpose.

Section 5. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 6. Action Without a Meeting. Any action which might be taken at a meeting of the Board may be taken without a meeting if before or after the said action all members of the Board consent thereto in writing. The written consents shall be filed with the Minutes of the proceedings of the Board. The consent has the same effect as a vote of the Board for all purposes.

Section 1. Nomination. After the vote of the lot owners equals that of Declarant or after December 1, 1980, whichever is sooner to occur, nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to the annual meeting of the members. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, the votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President or by any officer of the Association, or by any two directors, after not less than three (3) days' notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 1. Powers. The Board of Directors shall have power to:

• (A) Adopt and publish rules and regulations governing the use of the Open Space Areas and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
• (B) Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of the published rules and regulations;
• (C) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
• (D) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
• (E) Employ a Manager, an independent contractor, professional contractors for maintenance, and such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

• (A) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested, and to keep a current record of Shareholders in accordance with Section 2 of Article III hereof.
• (B) Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
• (C) As more fully provided in the Declaration, to: (1) Fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; and (2) Send written notice of each assessment to every owner subject thereto of the year for which such assessment is due, as more fully provided for in Article IV, Section 7 of the Amended Declaration of Covenants, Conditions and Restrictions; (3) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same.
• (D) Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
• (E) Procure and maintain adequate liability and hazard insurance on property owned by the Association;
• (F) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
• (G) Cause the Common Areas to be improved, maintained, and preserved, as is more fully defined in the Declaration of Covenants, Conditions and Restrictions;
• (H) Comply with the requirements of the Subdivision Open Space Agreement entered into with Avon Township;
• (I) To exercise for the Association all powers, duties and authority vested in or delegated to the Association.

Section 1. Enumeration of Officers. The officers of this Association shall be a President and Vice-President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members and shall be by majority vote of the directors.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified herein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 8. Duties. The duties of the officers are as follows:

President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments, and may co-sign all checks and promissory notes.

Vice-President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.

Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all moneys of the Association and shall disburse such funds as directed by resolution of the Board of Directors; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board; shall sign all checks and promissory notes of the Association; keep proper books of account; and shall prepare an annual budget and a statement of its regular annual meeting.

The Association shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

Section 1. At all corporate meetings of members, each member may vote in person or by proxy.

Section 2. All proxies shall be in writing and filed with the Secretary. No proxy shall extend beyond a period of eleven (11) months; and every proxy shall automatically cease upon sale by the member of his lot.

To the full extent permitted by law, the Corporation shall indemnify each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact he, or his testator or intestate representative, is or was a Director, Officer or managerial employee of the Corporation, unless such person is finally adjudged to be liable for gross negligence or acted in bad faith in the performance of his duties.

As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of six (6%) percent per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney's fees of any such action shall be added to the amount of such assessments. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Open Space Areas or abandonment of his lot.

The Association shall have no seal. In the event a seal is necessitated for the transaction of any business, a blank corporate seal may be utilized by the Corporation.

Section 1. These By-Laws may be amended, at a regular meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. However, any By-Law amendment which affects the rights of members to vote on any matter, including without limitation, any amendment to Article III or Article IV of these By-Laws, shall require the affirmative vote of fifty-one percent (51%) of the total of all members entitled to vote.

Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration of Restrictions applicable to the existing subdivision referred to in Section 1, and these By-Laws, the Declaration of Covenants, Conditions and Restrictions and any Amendments thereto shall control.

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

These By-Laws were adopted and certified by the Directors of the Brookedale Woods Homeowners Association on the 10th day of May, 1977 (Samuel Frankel, Bert Smokler, Guy Barron, and Gary Menzel), and certified by Gary Menzel, Secretary.

Amendment of record: 7/11/80 Annual Membership Meeting — Article V, §2; Article VIII, §2(C)(2); Article XVI, §1.

This text is a transcription provided for convenience. The downloadable PDF is the authoritative document and also contains the Subdivision Open Space Agreement and the full Declaration of Covenants, Conditions and Restrictions.