BYLAWS

Article I:

The legal name of this organization shall be known as the BRIDGEWOOD FARMS HOMEOWNERS ASSOCIATION, incorporated on December 4, 1987, as a non-profit corporation in the State of Michigan.

Article II:  Purpose 

The purpose of Bridgewood Farms Homeowners’ Association is to create certain restrictions and conditions and subject the land described herein to the operation and the obligations as stated in the Bridgewood Farms Declaration of Covenants, Conditions and Restrictions, in order to ensure its most beneficial development as a residential area to preserve the value thereof, to prevent any use thereof which might tend to diminish its value or pleasurable enjoyment and to assure its harmony, natural beauty and utility.

Article III:  Membership

Section 1 – Qualifications

Consistent with the Bridgewood Farms Declaration of Covenants, Conditions and Restrictions, every person or entity who or which is a  record owner of any lot under the jurisdiction of the Association, but not including any owners who have sold their interest under an executory land contract, shall be eligible for membership. During the time that the land contract is in force, the land contract purchaser shall be considered to be the member of the Association.​

Section 2-Membership Mandatory

​Membership Mandatory. Consistent with the Declaration of Covenants,      membership in the Association is mandatory for all persons described in Section 1 of this Article.

 Section 3 – Rights

Membership in the Association shall entitle members, and their immediate family and guests, to all rights, privileges, and benefits held by the Association. A member of the Association has the right to assign his unexpired term of membership in the event of sale of his real property during the fiscal year.

 Section 4 – Dues

The Board of Directors shall set the dues level annually based on budget and expense requirements of the Association. The amount can be amended at the annual meeting of the general membership in accordance with Article IV, Sections 4 and 5 below.

Article IV:  Membership Meetings

​Section 1 – Annual Meeting

A meeting of the membership shall be held on the first Tuesday of March each calendar year or as soon thereafter as convenient (in accordance with MCL 450.2402) for the purpose of electing officers and directors and transacting all other business as may be necessary.

​Section 2 – Special Meetings

Special meetings may be held at such time as they may be ordered by the Board of Directors, or by written request of 25% of the members in good standing. Notice of the time and place of special meetings shall be made                        pursuant to Section 3 of this Article IV.

​Section 3 – Notice

Written notice stating the place, day, and time of the annual or  special meeting and, in the case of a special meeting, the purpose or purposes for  which the meeting is called, shall be hand delivered or by mail not less than fifteen (15) nor more than thirty (30) days before the date of the meeting. Notice shall be given by the Board to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid, addressed to the member at his or her address as it appears on the records of the Association. Notice may also be given by posting a conspicuous sign containing the information specified above at the three (3)          entrances to the Subdivision.

​  Section 4 – Quorum

The members who are present in person or by proxy and entitled to vote shall constitute a quorum for the transaction of business at an annual or special meeting, including, if applicable, the election of officers and directors. After a quorum has been established at an annual or special meeting, the subsequent withdrawal of members from the meeting, so as to reduce the number of members entitled to vote, shall not affect the validity of any action subsequently taken at the meeting.

​Section 5 – Voting Procedure

​Provided all required dues and special assessments due  to date have been paid, each lot shall be entitled to one (1) vote at all meeting of the membership. All matters shall be determined by a majority of the votes cast. For purposes of this Section each member of the Association shall be entitled to one (1) vote for each lot in which they hold the interest required for membership. When more than one individual holds an interest in a lot, all such persons or entities shall be members. However, each lot shall be entitled to cast only one vote. Owners of a lot shall decide among themselves how that vote shall be cast.  ALL ACTION APPROVED BY A MAJORITY OF VOTES CAST SHALL BIND THE ENTIRE              MEMBERSHIP, REGARDLESS OF AN INDIVIDUAL MEMBER’S ABSENCE AT THE  MEETING, FAILURE TO CAST A VOTE, OR CASTING OF A VOTE AGAINST THE TAKING OF THE ACTION.

Article V:  Board of Directors

Section 1 ​

​The business, property, and affairs of the Association shall be managed by a          Board of Directors (the “Board”) composed of no less than three (3), and no more than eleven (11) individuals. Each of the Officers described in Article VI below shall also be a Director, and a Director may fill more than one Officer position.

​Section 2 – Activities Committee Chairperson

The Activities Committee Chairperson shall be a member of the Board who is appointed to serve in such capacity until his or her resignation, removal or replacement. The Activities Committee Chairperson shall be responsible for organizing all social Events that the general membership shall determine to be held and communicating those events to the membership as appropriate.

 Section 3 – Architectural Review Committee Chairperson

​The Architectural Review Committee Chairperson shall be a member of the Board who is appointed to serve in such capacity until his or her resignation, removal or replacement. The Architectural Chairperson shall represent the Association in matters described in Article X, section 3(b) below. Additionally, the Architectural Review Committee Chairperson shall represent the Association in matters pertaining to boundary discussions with other subdivisions that border Bridgewood Farms.

 Section 4 – Security/Maintenance Committee Chairperson

​The Security/Maintenance Committee Chairperson shall be a member of the Board who is appointed to serve in such capacity by the Board until his or her resignation, removal or replacement. The Security/Maintenance Chairperson shall be delegated the duties describe in Article X, section 3(c) below.

Section 5 – Powers

​The Board of Directors shall have all powers of management of the Associations affairs. They shall make all rules and regulations which they deem necessary, or proper, for the government of the Association, for the due and orderly conduct of its affairs, and the management of its property, not inconsistent with the Articles of Incorporation, Bylaws of the Association, and the Michigan Nonprofit Corporation Act concerning corporate action that must be authorized or approved by the members of the Association. A Director may only be removed for cause, which cause shall include neglect of duty. An affirmative vote by at least two-thirds of the Board of Directors shall be required to remove a Director from his or her office.

 Section 6 – Meetings and Voting

1. Regular meetings of the Board of Directors shall be held semi-annually.
2. Special meetings may be called at any time by the President or upon request of no less than three (3) Directors. The purpose of such special meeting shall be expressly stated, and no business shall be transacted except that for which the special meeting was called. Notice of the time, place and purpose of each special meeting of the Board shall be given to each Director prior to such meeting.
3. Three members or more of the Board of Directors shall constitute a quorum for the conduct of business. The acts of a majority of the Directors present at a meeting, at which a quorum is present, shall be deemed the acts of the Board.
4. Any action required or permitted to be taken at a meeting of the Board or a by a committee of the Board may be taken without a meeting if, before or after the action, all members of the Board then in office or of the committee consent to the action in writing or by electronic transmission as permitted by MCL 450.2521. The consent shall have the same effect as a vote of the Board or committee for all purposes, and may satisfy the requirement to hold a meeting provided in subsections a and b of this Section 5.

Article VI:  Officers 

Section 1

​The Officers shall be a President, a Vice President, a Secretary and a                        Treasurer.

​Section 2 – The duties of the Officers shall be as follows:

​

1. President. The President shall be the chief executive officer of the Association; and, shall preside over all meetings of the Board, and of the general membership. He/she shall manage the business of the Association, and will see that all orders and resolutions are put into effect. He/She will be an ex-officio member of all standing committees. He/She shall have the general powers and duties of supervision and management usually vested in the president of a corporation or association.
2. Vice President. The Vice President shall perform the duties and exercise the powers of the President, during the absence or disability of the President.
3. Treasurer. The Treasurer shall have custody of all association funds, and securities; and, shall keep, in books belonging to the Association, full and accurate accounts of all monies received and dispersed. He/She shall deposit all monies and valuables in the name of this Association in such depositories as may be designated by the Board of Directors. He/She shall disburse all funds of this Association, properly vouched, and with the authorization of the Board. The Treasurer will also act as the resident agent for the corporation. Periodically he/she shall give an accounting to the Board of all transactions and financial status, and at a minimum at the annual meeting of members.
4. Secretary. The Secretary shall attend all meetings of the Board of Directors and general membership, and shall record, in books of this Association, true and accurate minutes of the proceedings of all such meetings. He/She shall give all notices required by these bylaws, and shall perform other duties which may be delegated to him/her by the President, Board of Directors or standing committees. An Assistant Secretary may be selected, by the Board of Directors, for purposes of facilitating duties of the Secretary, including but not limited to a semi-annual newsletter and a P&L report.​

Section 3 ​

 All Officers and Directors shall serve on a voluntary basis, but in consideration of services provided, annual dues may be waived. There will be no other monetary compensation for serving these duties.

Article VII:  Term Limits for Officers & Board of Directors

Section 1

All Officers and Directors shall be nominated and elected for a term of two (2) years by the general membership at the annual meeting of members. At the end of their first year of office, each Officer shall elect whether he or she shall serve his/her second year in the same position he/she held his/her first year. If the Officer elects not to serve his/her second year in the position he/she held the first year, he/she shall serve his/her second year as a voting Director. The number of Directors and Officer/Directors elected by the general membership each year may vary depending upon how many Officers elect to remain in the position which they held their first year in office. At no time, however, shall the total number of Directors on the Board exceed eleven (11).

Section 2-Vacancies

​In the case of vacancies occurring on the Board of Directors, the remaining Directors shall elect a successor to hold office until the next general membership meeting.

 Article VIII: Amendment of Bylaws Section 1

 The Board of Directors shall have power to recommend the alteration or addition of any Bylaw, including the increasing or decreasing of the number of Board members.

1. Upon presentation of the above named recommendations by the Board, the final ratification will be made at the next annual membership meeting, or at a special meeting called for that purpose.
2. A simple majority of votes cast at such meeting is required for passage of amendment or new Bylaw.
3. No amendment shall be in order at any meeting, unless no less than fifteen (15) days notice of the proposed amendment have been given in writing to all Association members.

Article IX:  General 

Section 1-Fiscal year

​The fiscal year shall begin on the first day of January and end on the thirty-first day of December

​Section 2 – Checks and Electronic Fund Transfers

​All checks and other orders for the payment of money shall bear the signature of the Treasurer (or electronic authorization in the case of electronic fund transfers), and shall be either (1) countersigned by at least one other Officer or (2) authorized in writing by at least one other Officer based on review of a corresponding invoice, receipt or other documentation of the underlying transaction in question. Such written authorization may be in the form of an electronic communication such as facsimile or e-mail. The Treasurer and/or President are the only authorized members to sign approved water and trash utility contracts. The President and one other director shall execute, in the name of the Association, all contracts or other instruments authorized generally, or specifically, by the Board of Directors. The Treasurer and President are each authorized to execute all state and federal compliance documents including, without limitation, the Association’s corporate filings with the State of Michigan (e.g. Annual Reports), Federal IRS exemption certificates; and serve as the resident agent.

Article X:  Committees

 Section 1 – Standing committees

The following standing committees, to be chaired by a member of the Board of Directors to be determined at the annual membership meeting, are permanently established:

1. Activities Committee
2. Architectural Review Committee
3. Security/Maintenance Committee

Section 2 ​

The Board of Directors may establish such special committees as are deemed necessary. Such committee or committees shall have a name, powers, duties and existence as may be determined from time to time by action of the Board of Directors.

1. All special projects or business proposed by a particular committee together with a proposed budget shall be submitted to the Board for its approval. In the event a project will result in the Association’s annual budget requiring an assessment in excess of the approved amount, the project must be approved by a quorum at the annual meeting of the general membership attending the meeting.
2. Any decision, in writing or verbal agreement, made by a duly appointed committee, and approved by the Board, is binding unless, pursuant to these Bylaws, the decision requires the approval by a majority of the members in good standing attending a membership meeting, in accordance with Article IV above (a “Membership Meeting Vote”). In that event, a decision of the Board shall not be binding unless thereafter ratified by a Membership Meeting Vote.

Section 3 – Duties of Committees

1. Activities Committee – Plan, organize, and advertise subdivision activities. Publish and distribute a newsletter on at least a semi-annual basis.
2. Architectural Review Committee – Review all plans for new home construction, additions to existing structures, etc., to preserve the subdivision’s value and protect and enhance its harmony, natural beauty and utility; ensure consistency with theme of the subdivision, and ensure compliance with codes, ordinances, and other laws. The Committee’s approval or disapproval of construction, additions to existing structures, etc. shall be in writing. In the event the Committee or its designated representative fails to approve or disapprove within thirty (30) days after plans and specifications nave been submitted to it, or in any event, if no suit to enjoin the construction has been commenced prior to the completion thereof, approval by the Committee will not be required.
3. Security/Maintenance Committee – Replace burned out or broken lights at subdivision entrance. Secure bids for law/shrubbery maintenance (trimming, spraying, and replacement). Alert Activities Chairperson of any crime or securities problem in subdivision or surrounding areas to be incorporated into newsletter. Contact civil authorities as necessary to request enforcement of vehicular law infractions within the subdivision.

Article XI:  Indemnification

 In the event any action is brought against an Officer or Director in response to a decision or action taken by him/her, he/she shall be indemnified by the Association for all costs and judgments, including his/her legal fees, incurred in defending such action, provided such action was taken in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Association. An Officer or Director shall not be indemnified for actions or inaction which is adjudged to be in neglect of or misconduct in the performance of their duties under these Bylaws. Any such costs can be assessed against those members and can be imposed as a lien against the lots of those members and collected in the manner provided for in the Declaration of Covenants.

Article XII:​  Non-Payment of Dues

In the event a member does not pay special and regular assessments, and/or late fees the Board may take the following action, consistent with the Declaration of Covenants:

1. Record a lien against the member’s property for the amount of the unpaid assessment plus interest, costs and attorney’s fees incurred in the collection or enforcement of the assessment. This lien will be subordinate to the lien of any mortgage or mortgages.
2. Commence a lawsuit to collect the unpaid assessments or commence an action to enforce the lien.
3. In any event, the owner of the subject property shall satisfy the lien by paying all unpaid assessments, interest, costs and other fees and charges imposed or permitted by these Bylaws upon the sale of the member or former member’s property.