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By-Laws Foxcroft Improvement Association, Inc.
October 2003, Revision to reflect annual dues of $225.00 (Art. IX, Sec. 25) April 2008, Revised to streamline and clarify officer, director and committee positions November 2008, Revised to change the board officers and directors, effective January 1, 2009
ARTICLE I
NAME AND LOCATION
SECTION 1
This Association shall be known as the Foxcroft Improvement Association, Incorporated. Its principal place of business shall be located in the area designated as Foxcroft in the Township of Bloomfield, Oakland County, Michigan. The post office address for the transaction of business shall be such place or places within Foxcroft as determined by the Board of Directors of the Corporation.
ARTICLE II
NATURE AND PURPOSE
SECTION 2
This Association, a non-profit corporation of Michigan, is formed in order to protect and exercise the rights provided by the abstract of title to the property owners who constitute its membership, to maintain and improve the residential character of Foxcroft and surrounding areas, to assume responsibility for passing on plans, to collect and administer maintenance funds and dues, to guide the Development as planned and restricted, and to promote cordial and friendly relationships among its members.
ARTICLE III
MEMBERSHIP AND VOTING RIGHTS
SECTION 3
Any whole or part owner of a lot or lots located in Foxcroft, Bloomfield Township, Oakland County, Michigan shall become a member of this Association as an individual or as represented by his / her legal representative. Owners of a residence and owners of unimproved lots constitute a membership. Members are required to make prompt payment of all maintenance funds and Association dues.
SECTION 4
Each owner shall be entitled to one membership and one vote at all called meetings of the Association, except as provided herein:
An owner of more than one lot shall have memberships and votes equal to the number of lots owned. Maintenance fees and Association dues are assessed for each such membership.
An owner whose primary residence is on or encompasses more than one lot will have only one membership.
ARTICLE IV
MEMBERSHIP MEETINGS
SECTION 5
An annual meeting of the members of this Association shall be held during the month of October or November of each year – the day, place, and hour to be selected by the Board of Directors of the Association.
SECTION 6
Special meetings of the members of the Association may be called at any time at the discretion of the Board of Directors, or upon written petition of twenty-five percent (25%) of the membership.
SECTION 7
Notice of the time and place of all meetings of the members of the Association shall be distributed by the Secretary to each membership. Such notice is to be distributed at least seven (7) days before the meeting. The notice of the meeting must state the purpose for which the meeting is being called. The sending of such notices by U. S. Mail constitutes delivery.
SECTION 8
At all meetings of this Association, representation by twenty-five percent (25%) of the membership shall constitute a quorum. Written proxies received prior to the meeting are to be included. Proxies shall be voted by the Board of Directors, or any designated agent of an Association member, in all business matters of the meeting. A majority vote of the members present and accepted proxies shall prevail.
SECTION 9
After the President of the Association has called the meeting to order, the following order of business shall prevail. This order may be changed by a viva voce vote of the members present.
1. Roll call of Officers, Directors, and Committee Chairpersons. 2. Self-introduction of members present. 3. Reading of the minutes of the previous annual meeting 4. Treasurer’s report 5. Reports of Committees and Correspondence 6. Old business. 7. New business. 8. Announcements 9. Adjournment
ARTICLE V
ELECTED OFFICERS
SECTION 10
The Board of Directors, consisting of eleven (11) Foxcroft property owners who are members in good standing in the Association, shall constitute the governing and policy making body of the Foxcroft Improvement Association, Inc., and said Board shall preferably include thereon a Registered Architect, or a Landscape Architect, or an experienced Builder.
SECTION 11
Seven (7) of the eleven (11) Directors in Section 10 shall be Officers of the Association, namely: President, Executive Vice President, Vice President of Maintenance and Improvements, Vice President / Social, Recording Secretary, Corresponding Secretary, and Treasurer. The other four (4) Directors required to make up the Board shall be elected from the membership at large.
SECTION 12
The President of the Association shall serve as Chairperson of the Board of Directors, and be Ex-Officio member of all committees.
SECTION 13
A member of the Board of Directors of the Association may be removed from office by a petition signed by the majority of the members of the Association.
SECTION 14
In the event any member of the Board of Directors resigns or otherwise is removed from the Board, the vacancy shall be filled by the appointment of a Foxcroft property-owning member of the Foxcroft Improvement Association which, in the opinion of the remaining Board Members, is qualified to serve the interim until the next regular election of Officers and Directors.
SECTION 15
In the event there is not a Foxcroft property owner who is a Registered Architect or Landscape Architect or Experienced Builder on the Board of Directors, the Board members shall be authorized to enlist the services of a competent Registered Architect or Landscape Architect or Experienced Builder, whenever the Board deems such services are necessary in executing Article II, Section 2, of the By-Laws.
SECTION 16
The term of office for Officers and Directors of the Association shall be one (1) year. Officers or Directors can succeed themselves in the same office for an additional one (1) year term.
ARTICLE VI
ELECTION OF OFFICERS AND DIRECTORS
SECTION 17
At each Annual Meeting in October or November, the membership of the Association shall elect the following Officers and Directors:
1. President: Board Chairperson and presiding officer at all meetings of the Association.
2. Executive Vice President: Presides at all meetings, including those of the Board of Directors, in the absence of the President, and performs such duties as requested by the President.
3. Vice President / Maintenance and Improvements: Plans and executes programs for the general maintenance and improvement of the subdivision.
4. Vice President / Social: Plans and organizes social activities to promote friendly and cordial relationships among the members.
5. Recording Secretary: Maintain and make readily available to the general membership minutes of meetings and is responsible for the By-Laws and Restrictions.
6. Corresponding Secretary: Responsible for correspondence and similar duties such as the Board of Directors consider appropriate.
7. Treasurer: Receives, records, banks, disperses and accounts for all monies.
8. Directors at Large: Perform such duties as requested by the Board Chairperson.
SECTION 18
If possible, each section of Foxcroft (South, Central, and North) shall be represented by at least one (1) member of the Board of Directors at all times. (South – Lots 1 – 9 and 22 – 103; Central – Lots 10 – 21 and 103 – 158; and North – Lots 159 – 228)
ARTICLE VII
APPOINTMENT OF COMMITTEES AND COMMITTEE CHAIRPERSONS
SECTION 19
As soon as possible after the Annual Meeting in October or November, the President of the Association, with concurrence from the Board of Directors, shall appoint Chairpersons of such Standing Committees as are needed to effectuate the purposes of the Association, including:
Ř Hospitality: greet all new residents and handle all other matters of hospitality, as the Board of Directors deems appropriate.
Ř Building Plans and Site Development: Approval committee for building plans for new residences, and alterations and additions to existing residences and property as defined in the Building Restriction Agreement. Advises on programs of site development.
Ř United Home Owners: Represent the sub-division and be the communicating agency with the United Home Owners of Bloomfield Township in regard to matters of zoning and restrictions.
Ř Post Lantern: To periodically publish news of interest and / or concern to Association members.
Additional Ad Hoc committees shall be formed and directed by the Board of Directors as needed to carry out the business of the association.
SECTION 20
All Committee Chairpersons shall be appointed by the President. With the exception of the Nominating Committee, all Chairpersons shall serve with the elected Officers and Directors of the Association on what shall be known as the Executive Committee. SECTION 21
Committees (execpt Nominating) shall consist of as many members as deemed advisable by the Board of Directors and the Committee Chairperson. All members of the Committees shall be approved by the Board of Directors.
SECTION 22
Specific duties and functions (including those set forth in Section 19) of all Committees (except Nominating) shall be outlined and directed by the Board of Directors of the Association.
SECTION 23
The Nominating Committee shall be chaired by one of the four (4) Directors-at-Large as chosen by the Board of Directors, and consist of three (3) additional members appointed by the Board of Directors. If possible, one (1) member is to be from each of the sections of Foxcroft (South, Central and North, as set out in Section 18). The Committee shall be appointed at least one (1) month before the Annual Meeting. The Committee shall, in accordance with Sections 17 and 18, select qualified members of the Association to be nominated at the Annual Meeting for the offices of President, Executive Vice President, Vice President of Maintenance and Improvements, Vice President / Social, Recording Secretary, Corresponding Secretary, Treasurer, and four (4) Directors.
Nominations for any of these offices or Directors also may be made from the floor by any of the qualified members present at the meeting.
ARTICLE VIII
MEETINGS OF OFFICERS, DIRECTORS, AND COMMITTEE CHAIRPERSONS
SECTION 24
The President, in his / her capacity as Chairperson of the Board of Directors, shall call a meeting of the Board of Directors and Chairpersons of the Standing Committees at least eight (8) times per year to receive and conduct business as shall be required to execute Article II, Section 2, of these By-Laws. Notice shall be given in advance to all Executive Committee members of such meetings.
Seven (7) members of the Board of Directors shall constitute a quorum for conducting of business. Executive Committee Meetings are open to any members of the general membership and attendance shall be encouraged.
ARTICLE IX
DUES, ASSESSMENTS, AND DISBURSEMENTS
SECTION 25
The dues of the Association shall be Two hundred twenty-five dollars ($225.00) per year for each membership, and includes the Maintenance Assessment as described in Article X, Section 29. A separate line item shall exist in the budget specifically dedicated for capital improvements. Expenditures from such line item shall be determined by a vote of the Association at general meetings. Dues are due and payable January 1st of each year, and shall be considered in arrears as of March 1st of each year. A penalty of twenty-five dollars ($25.00) shall be assessed when dues are not paid before March 1st of the year due, unless there is a hardship established with the Board of Directors.
SECTION 26
Upon the payment of dues for a given year, the Treasurer shall record such payments in an appropriate manner, and such records shall be available for inspection by nay member. All Members whose dues are paid in accordance with Section 25 shall be considered members in good standing.
SECTION 27
At the Annual Meeting of the Association, or at a date no later than April 1st of the following year, the Board of Directors shall prepare a budget of income and expenses for approval by the membership. Following that approval, any expenditure of money for a single project category exceeding its budget by an amount of over fifty percent (50%) must be presented for membership approval. Such approval is to be granted by an affirmative vote of a majority of those members represented at a duly constituted meeting. Expenditures may exceed income only when funds are available in reserve, and such expenditures are approved by the majority of those voting at a duly constituted meeting of the Association.
SECTION 28
All monies received from Association dues payments and / or other sources are to be used for purposes as outlined in Article II, Section 2, of these By-Laws, and are subject to limitations as set forth in Section 27 preceding. The Board of Directors shall be responsible for, and shall properly direct all such spending of, the Association’s money. Disbursement of all monies shall be made by the Treasurer and one other officer. All disbursements shall be as directed and approved by the Board of Directors of the Foxcroft Improvement Association.
ARTICLE X
MAINTENANCE
SECTION 29
The Maintenance Assessment of twenty dollars ($20.00) per lot annually shall be due and payable in advance by January 1st of each year. Dues not paid before March 1st shall be considered in arrears.
SECTION 30
Upon receipt of payment of the Maintenance Assessment and Association Dues for a given year, the Treasurer shall record such payment in an appropriate manner, and such records shall be available for inspection by any Foxcroft property owner. SECTION 31
The Board of Directors shall have the authority to allocate the Assessment monies to best implement the ideals outlined in Article II, Section 2.
ARTICLE XI
FISCAL YEAR
SECTION 32
The fiscal year of this Association shall coincide with the calendar year (from the 1st day of January through the 31st day of December of the same year).
SECTION 33
These By-Laws may be added to, amended, or repealed by the members of the Association at any meeting, providing that the membership of the Association are notified of such intent at the time that the notice of the meeting is given. The notice is to state the specific section or sections sought to be added to, amended, or repealed.
ARTICLE XIII
SAVINGS CLAUSE
SECTION 34
In the event any clause or provision of this agreement is found or declared void or unconstitutional, the remainder of said agreement shall remain in full force and effect.
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