Revised 9 January 2008
Gull Lake Quality Organization, Inc.
Offices, Records and Seal
1. Principal Office: The principal office of the Corporation shall be at such place in the Gull Lake Community as may be designated from time to time by the Board of Directors and published on the Corporation’s website and periodic journal.
2. Registered Office and Resident Agent: The location of the registered office and the name of the Resident Agent shall be as stated in the Articles of Incorporation and may be changed from time to time in the manner provided by law.
3. Records: The Corporation shall cause to be maintained complete books and records of account, minutes of all meetings of the membership and the Board of Directors, and name and address of each officer, director and member. The records shall be subject to inspection by written request of members in good standing of the Corporation at the principal office of the Corporation during regular business hours.
4. Seal: The Board of Directors may adopt a corporate seal, in such form as may be designated by the Board.
Gull Lake Community and Membership
1. Gull Lake Community: The “Gull Lake Community” as used herein shall be the land, waters and watershed of Gull Lake, in Richland and Ross Townships of Kalamazoo County and Prairieville and Barry Townships of Barry County, Michigan.
2. General: The membership of the Corporation shall be unlimited in number. Membership shall be open to any person or entity without regard to race, gender, religious belief, disability or sexual orientation.
3. Membership Classifications: The Board of Directors may establish from time to time by a two-thirds vote of the whole Board such membership classifications as the Board shall deem appropriate.
4. Membership Dues: The Board of Directors may establish from time to time by a two-thirds vote of the whole Board, membership fees or dues which members shall be required to pay initially or periodically, as a condition of membership, and may make rules necessary to enforce such requirement, including provisions for the termination of membership for non-payment of dues and for reinstatement. Dues for each membership classification shall be uniform.
5. Membership Termination: The Board of Directors may establish a procedure for the termination of membership, provided that any such procedure shall include a provision for a hearing before the Board of Directors.
6. Voting: Each member shall be entitled to one vote on each matter submitted to a vote of the members at the annual or special meeting of the membership, either by attendance at the meeting or by proxy in such form and manner as the Board of Directors may determine.
1. Annual Meeting: The annual meeting of members shall be held at the principal office of the Corporation on the fourth Wednesday in July, at 7:00 p.m., or at such other date, time and place as the Board of Directors may determine.
2. Special Meetings: Special meetings of the members may be held at such date, time and place and for such purpose as the Board of Directors may determine. Special meetings may be called by the President of the Board of Directors, by a majority of the whole Board of Directors, or upon the request of not less than twenty-five percent (25%) of the members.
3. Notice: Notice of all meetings stating the date, time and place of the meeting shall be posted on the corporation’s website, and published in the corporation’s newsletter, such posting to be made, and newsletter mailed to the membership at the addresses shown in the corporation’s membership records, not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice of special meetings shall state the purpose for which the meeting is being called.
4. Waiver of Notice: Notice of any meeting may be waived. Attendance at any meeting by a member shall constitute a waiver unless such member shall attend for the limited purpose of objecting to the meeting.
5. Quorum: Except as may be otherwise required by law or by the Articles of Incorporation, not less than fifteen (15) members present in person or by proxy, or such larger number as may be determined by a majority of the whole Board of Directors, shall constitute a quorum. The acts of a majority of the members present at the meeting at which a quorum is present shall be the acts of the Corporation. If a quorum is not present, the members present and entitled to vote shall have the power successively to adjourn the meeting without any notice other than the announcement at the meeting to a specified date until a quorum is present. Any business may be transacted at such adjourned meeting as might have been transacted at the meeting as originally scheduled.
Board of Directors
1. General: The property and lawful business of the Corporation shall be held and managed by the Board of Directors. The Board of Directors shall have such powers and responsibilities as provided by law, except as the Articles of Incorporation or these Bylaws shall otherwise expressly provide.
2. Number, Appointment and Qualifications of Directors: The number of Directors shall be not less than ten (10) or more than eighteen (18) as determined from time to time by the Board of Directors. At each annual meeting thereafter Directors shall be elected for a term of three years to replace those whose terms then expire. No Director shall serve more than two consecutive three year terms.
3. Compensation: No member of the Board of Directors shall receive compensation for any service he or she may perform as a member of the Board of Directors, but may be reimbursed for such expenses incurred on behalf of the Corporation as may be approved by the Board of Directors.
4. Meetings: Meetings of the Board of Directors may be held at any place within or with out the State of Michigan as the Board of Directors may determine.
5. Annual Meeting: As soon as practicable following the annual meeting of the members, the Board of Directors shall meet for the purpose of organizing, electing officers and transacting such other business as may come before the meeting and no notice of such meeting need be given.
6. Regular Meetings: Regular meetings of the Board shall be held at such time or place as the Directors shall from time to time establish. Any business may be transacted at a regular meeting.
7. Special Meetings: Special meetings of the Board of Directors may be called by the President or upon the request of any three (3) members of the Board of Directors by giving three (3) days written notice of such meeting to each member of the Board of Directors. The notice shall state the date, time, place and purpose of the meeting.
8. Notice of Meetings. No notice need be given of any regular meeting of the Board of Directors. Notice of special meetings shall be served upon each Director in person, by facsimile transmission, by mail addressed to the Director at the Director’s last known post office address, or by electronic mail addressed to an electronic mail account designated for such purpose by the Director, at least three days prior to the date of such meeting.
9. Waiver or Notice: Notice of any meeting may be waived. Attendance at any meeting by a Director shall constitute a waiver of notice of that meeting unless such Director shall attend for the limited purpose of objecting to the meeting.
10. Written Consent: The Directors may severally and/or collectively consent in writing to any action to be taken by the Corporation and such action shall be as valid as though it had been authorized at a meeting of the Board.
11. Quorum: A majority of the Directors elected and qualified shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board, except as otherwise required by law, the Articles of Incorporation or these By Laws.
12. Participation. Any or all Directors may participate in any meeting, whether a regular or special meeting, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting.
13. Committees: The Board of Directors may, by resolution approved by a majority of the whole Board, designate two (2) or more of their members to constitute an executive or any other committee, who to the extent provided in such resolution, shall possess and exercise the authority of the Board in the management of the business of the Corporation between the meetings of the Board.
14. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Director elected to fill a vacancy created by increase in the number of Directors shall hold office until the next annual meeting held more than two years after such election.
15. Resignation: A board member may resign by letter of resignation to the Secretary or President of the Board.
16. Removal: After three consecutive absences by a Director from regular meetings, unexcused by the Board, the Secretary shall notify the Director that he or she shall be removed as Director by failing to attend the next meeting. At that next meeting the Board may remove the Director if he or she is absent without written excuse.
1. Number: The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. In addition, the Board of Directors may appoint from time to time one or more other officers or assistant officers and prescribe their titles and duties. The same person, except the offices of President and Vice President, may hold any two offices.
2. Election and Term of Office: The officers of the Corporation shall be elected by the Board of Directors annually by the Board at its annual meeting following each annual meeting of the members, or as soon thereafter as practicable. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death, resignation or removal or in the manner hereafter provided.
3. Removal: The Board of Directors may remove any officer or agent elected or appointed by the Board of Directors whenever, in its judgment, the best interests of the GLQO would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
5. President: The President shall be the principal executive officer of the Corporation and shall have general charge and control of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be selected from the Board of Directors and shall be disqualified if he shall cease to be a Director.
6. Vice President: In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or if there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. A Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
7. Secretary: The Secretary shall:
A. Keep the minutes of the members and of the Board of Directors’ meetings in one or more books provided for that purpose.
B. See that all notices are duly given in accordance with the provisions of these By Laws or as required by law.
C. Be custodian of the corporate records and of the seal of the Corporation and cause the seal of the Corporation to be affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized.
D. Keep a register of the post office address of each member, which shall be furnished, to the Secretary by such member.
E. In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The Secretary may, with the prior written approval of a majority of the whole Board, delegate one or more of the foregoing duties to an administrative assistant, but shall oversee the performance of duties so delegated and shall remain responsible for their compliance.
8. Treasurer: If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall:
A. Have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By Laws; and
B. In general, perform all of the duties from time to time assigned to him by the President or by the Board of Directors.
9. Compensation: Except as may be otherwise provided by a majority of the full Board of Directors, officers shall serve without compensation, but may be reimbursed for such expenses incurred on behalf of the Corporation as may be approved by the Board of Directors.
1. Depositories and Checks: Funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the Board of Directors.
2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name except as expressly authorized by the Board of Directors.
3. Fiscal Year: The fiscal year of the Corporation shall be the calendar year.
4. Indemnification: The Corporation shall indemnify and save harmless any and all of its Directors and officers or former Directors and officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party by reason of being or having been Directors or officers or a Director or officer of the Corporation, except in relation to matters as to which any such Director or officer, or former Director or officer, shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. The foregoing right to indemnification shall not be exclusive of other rights to which a Director may be entitled.
These Bylaws may be amended or repealed by a majority of the members present at the annual meeting or special meeting of the members or by two-thirds vote of the whole Board of Directors, except that no amendment by the Board of Directors shall affect their qualifications or tenure in office.
The foregoing Bylaws were adopted by the Board of Directors of the Corporation at its regular meeting on January 9, 2008, held at the offices of Hickory Builders, Inc. in Richland, Michigan, USA.