Hess Lake Improvement Association Bylaws

Article I -- Purposes

1.     The purpose of the Hess Lake Improvement Association, Inc. will be as set forth in Article II of its articles of incorporation, namely, to promote the civic and social welfare of its members, to stimulate active interest in Hess Lake problems and endeavor to find suitable solutions thereof, to encourage general property improvement and beautification in and about Hess lake; and to arouse among all members a genuine spirit of good fellowship.

2.      No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to the members, zone representatives, officers or other private person.  All officers of the association shall serve without compensation.  In the event of dissolution all assets real and personal, shall be distributed to such governmental, charitable or non-profit institutions having a similar purpose to that of Hess Lake Improvement Association, Inc., as the majority of members present at any duly convened meeting shall select.

 Article II -- Membership

1.      The corporation is organized on a non-stock basis, and the membership shall consist of those persons owning property on, or having easement for legal access to, Hess Lake in Newaygo County , Michigan and who elect to become members of the corporation by payment of an annual membership fee of $25.00.  A husband and wife, and members of the immediate family and all joint owners of real estate may be deemed members upon payment of the fee of $25.00.  Each of the joint owners shall have all privileges of membership and “member” as used herein shall apply to all, except that only one joint owner, who may be designated in each case by all of the joint owners, or either the husband or wife, as the case may be, may have the right to vote, and for voting purposes, the term “member” shall apply to him or her only.

2.       Residents who are not owners of real estate and/or homes not on or having private access to Hess Lake, local business men, and others interested in the purposes of the corporation but not eligible for active membership, may become associate members upon payment of the annual dues of $25.00.  Associate members shall have all of the rights, privileges and duties of active members except to vote or hold office.

 Article III -- Liability  

1.     No member shall become liable to the corporation for any amount other than annual dues and voluntary subscription, and the corporation shall have no authority to levy an assessment or to require any other non-voluntary contributions.

Article IV -- Zone Representatives and Officers  

1.     The land around Hess Lake shall be divided into seven (7) geographical districts.  The map indicating the geographical district shall remain on file with the secretary of the corporation; and shall be made available, at all times, to the members of the corporation.  There shall be eight (8) Zone representatives of the corporation, one selected from each of the seven geographic districts and one additional from zone six (6) to represent Wierenga’s Park, as zone 6A.  Zone Representatives, however, shall be elected by the members at large, and not by the members of each geographical district.  At the annual meeting of the members three Zone Representatives shall be elected to serve for a term of three years, three Zone Representatives shall be elected to serve for a term of two years and two Zone Representatives shall be elected to serve for a term of one year.  There after all Zone Representatives shall be elected for a term of three years or until their successors are duly elected and qualified.

2.     The Zone Representatives shall be elected to serve for a term of one year.  There after all Zone Representatives shall be elected for a term of three years or until their successors are duly elected and qualified.

3.     Election of Zone Representatives shall be by written ballot.  If the nominee is unopposed then the election of that nominee can be by a showing of hands by the members present.

4.     At the first annual meeting nominations by members are heard to fill positions for Zone Representatives which will be vacated that year.  The retiring representative’s name may also be submitted for consideration if that person desires to continue for an additional three year period.  All nominations shall comply with the by-laws of corporation in respect to having one Zone Representative from each geographical district.

5.     Nominations from the floor may also be made at the annual meetings so long as the by-laws are followed with respect to the election of a Zone Representative from each geographical district.

6.     Vacancies on the board of Zone Representatives which occur because of failure of nominations; resignations; death; or some other cause, shall be filled by the vote of five or more Zone Representatives for the un-expired term of the vacating representative.

7.     Any Zone Representative may be removed by the members for cause, and after an opportunity to be heard, at the annual meeting, or at any special meeting called for that purpose.

8.     No Zone Representative shall receive any salary or compensation for services as a Zone Representative.

9.      It shall be the duty of the board of Zone Representatives to carry out the purposes of the corporation as set forth in the Articles and By-laws, to conduct and hold such meeting, at such times and place, as the Zone Representatives shall determine for the purpose of properly directing the corporation in pursuit of its purposes.  It shall consider reports of committees, formulate policies, including those pertaining to the expenditures of corporation; funds, direct such action as may be considered desirable in order to secure effective operation, and determine programs which should be presented to the membership at the next annual meeting, together with estimated costs and recommended methods of financing.  It shall keep minutes of its meeting and prior to the meeting shall cause an abstract thereof to be prepared for presentation to the members.

10. Five members of the board of Zone Representatives shall constitute a quorum for the purpose of conducting corporation business.

11. One alternate Zone Representative for each zone can be selected by a majority vote of a quorum of the eight elected or appointed Zone Representatives.  The alternates must be property owners in the zone they represent and be non-voting members of the board of Zone Representatives unless they sit in attendance at a legal meeting of the Zone Representative in the declared absence of the elected or appointed Zone Representative that they have been chosen to be an alternate for.  The appointment will correspond to the term of the elected or appointed Zone Representative that they serve as alternate to.

 Article V -- Officers  

1.      At the first meeting of the board of Zone Representatives, following the annual meeting of the members, the board of Zone Representatives shall select a president, vice-president, secretary and treasurer

2.      The president shall preside at all the meetings of the Zone Representatives and all meetings of the members.  He/she shall be the chief executive officer of the corporation and shall actively manage the affairs of the corporation in accordance with policies established by the board of Zone Representatives securing desired action whenever practicable through the energetic action of appropriate committees.

3.      The president shall appoint such standing committees as the president and board of Zone Representatives deem necessary from time to time, to deal with matters of special interest to the corporation as the need arises.  Such special interests may include the following:

Fire Protection               Publicity                        Conservation

Membership                  Road Safety                  Weed Control

Public Health & Safety                                         Pollution

4.      The president shall authorize purchases or contracts for material and/or services in the name of the corporation, with the approval of the board of Zone Representatives, except incidentals needed for proper office administration.  With the approval of the board of Zone Representatives he/she shall make suitable provisions for the custody and maintenance of corporation property.

5.      The president will be an ex-officio member of all committees.

6.      In the case the office of president shall become vacant by death, resignation or otherwise, or in case of the absence of the president, or his/her inability to discharge the duties of his/her office, such duties shall, for the time being, devolve upon the vice president who shall do and perform such other acts as the board of Zone Representatives may from time to time authorize him/her to do.

7.      The secretary/treasurer may be one person or two people each holding two separate offices of the corporation and shall keep minutes of all meetings of the members and board of Zone Representatives and in addition have the following duties:

a.      Receive all dues and monies payable to the corporation and maintain current record of members.

b.      Purchase supplies as are required for the proper administration of the corporation.

c.     Disburse funds to meet obligations properly incurred by the president secretary/treasurer and approved by the board of Zone Representatives.

d.     Attend to giving and receiving of all notices of the corporation.

e.      Sign in the name of the corporation all contracts authorized by the Zone Representatives.

f.        Keep the accounts of the association and report thereon each annual meeting.

g.     Deposit all funds in an account bearing the name of the corporation in such bank(s) as the majority of the board of Zone Representatives may designate and privileges and duties of active members except to vote or hold office.

h.       Those as may be delegated by the board of Zone Representatives.

8.     The account records of the secretary/treasurer shall be exhibited at all reasonable times to any Zone Representative and shall be audited annually by an accounting firm chosen by a majority of the board of Zone Representatives.  The board of Zone Representatives shall have power by resolution; to delegate any of the duties of the secretary/treasurer to any other officer.

9.      Checks of the corporation may be drawn on its bank accounts upon the signature of any two of its officers, namely the president, vice president, secretary or treasurer.

 Article VI -- Dues  

1.      Yearly dues of a member shall be $25.00 for each calendar year, payable in advance upon joining and annually thereafter as soon after January 1, as notices are mailed to the members.  Membership placard will be printed and delivered to each member upon payment of his/her annual dues.

2.      A member who fails to pay his/her annual dues at or before the time scheduled for the annual meeting, shall be considered to have resigned his/her membership.

Article VII -- Meetings  

1.      The annual meeting of the members of the corporation; shall take place in the month of June as may be designated by the board of Zone Representatives.  Notice of the annual meeting shall be posted in the January and April newsletters or the web site.

2.      Special meetings of the members may be called by the board of Zone Representatives, at any time, and shall be called upon receipt by the secretary of a written petition for special meeting signed by at least 10% of the members of the corporation as indicated in the secretary’s records of such membership.  Notices of all special meetings shall be sent to the members by United States Mail at least 10 days before the day set for such meeting.  The purpose of all special meetings shall be included in the notice thereof.

3.      All meetings notices shall, in addition, set forth the time and place of such meetings.

Article VIII -- Amendments  

1.     The articles of incorporation may be amended by a majority of the members present at any annual meeting, or any special meeting called for that purpose.  By-laws may be amended by a majority of Board of Directors or by a majority of the members present at any annual meeting, or any special meeting called for that purpose.  Whenever by-laws are amended by the board of Zone Representatives, notice thereof will be included in the spring newsletter along with notice of the next succeeding annual meeting in order that the matter may be re-opened if desired.  The winter newsletter shall include an announcement of which zones will be open for the requesting nominations for election to those zones at the summer meeting of the members.

2.      The by-laws are to be reviewed and discussed yearly, at the September meeting, and amended as needed.

NOTE:  The amendments to the by-laws that have occurred over time; have been supplemented and incorporated into the by-laws.  Original copies of the amendments and the time of their initiation shall be kept on file with the secretary of the corporation.

Updated and revised by Sherry Wigent, Zone 7 representative, on November 10, 2003.

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This page last updated on October 18, 2007 08:42 PM .