ARTICLE
III
SHAREHOLDERS
3.01 Shareholder Eligibility. The
following requirements must be met to be a shareholder
in the corporation:
(a) An individual(s) must own, or be purchasing,
real estate within the area set forth in 3.01 (b) below.
(b) The real estate must be located in the following
plats: Shannondale; Mahogany Acres; Shannondale #1;
Shannondale # 2; Shannondale #3; or on the following streets: Coachlite;
Litotier; Lamplight Circle; Kalarama; Applewood; Cherrywood;
Rothbury; Lite-End Court; Hickory Point (north of Romence);
Trotwood; Tattersall; Robinswood; Evergreen; Cyprus; Pfitzer;
Glenwood Circle; Sablewood Circle; Lost Pine Way; Daventry;
Towhee; Davcliff; or such other streets as shall be approved
by a two-thirds vote of the shareholders at a duly-called
meeting.
(c) If the required real estate is owned or being
purchased by more than on individual, the stock shall be
issued jointly in the names of all individuals.
(d) If any individual shall cease being an owner
of real estate as set forth in 3.01(b) their name shall
be removed as a shareholder.
3.02
Annual Meeting. The annual meeting of the
shareholders shall be hold in the month of March of each
year. At each annual meeting, directors shall be
elected and any other business shall be transacted that
may come before the meeting.
3.03 Special
Meetings. Special meeting of the shareholders
may be called by the board of directors or by the president. Such
meetings shall also be called by the president or secretary
at the written request of shareholders representing not
less than 10 percent of the issued and outstanding shares.
3.04 Place
of Meetings. All shareholder meetings shall
be held at the corporation’s principal office or
at any other place determined by the board of directors
and stated in the notice of meeting.
3.05 Notice
of Meetings. Except as otherwise provided
by statute, written notice of the time, place and purposes
of a shareholder meeting shall be given not less than 10
days nor more than 60 days before the date of the meeting. Notice
shall be given either personally or by mail to each shareholder
of record entitled to vote at the meeting at his or her
last address as it appears on the books of the corporation.
 3.06 Record
Dates. The board of directors may fix in advance
a record date for the purpose of determining shareholders
entitled to notice of and to vote at a shareholders meeting
or an adjournment of the meeting, or to express consent
to or to dissent from a proposal without a meeting, or
for the purpose of any other action. The date fixed
shall not be more than 60 calendar days nor less than 5
calendar days before the date of the meeting, nor more
than 60 days before any other action.
3.07
List of Shareholders. The secretary of the corporation
shall make and certify a complete list of the shareholders
entitled to vote at a shareholder meeting or any adjournment. The
list shall include the number of shares each shareholder
holds. The list shall be arranged alphabetically
by shareholder surname and include each shareholder’s
address, be produced at the time and place of the shareholder
meeting, be subject to inspection by any shareholder during
the whole time of the meeting, and be prima facie evidence
as to who are the shareholders entitled to examine the
list or to vote at the meeting.
3.08
Quorum. Unless a greater or lesser quorum
is required by statute, shareholders present in person
or by proxy who, as of the record date, represented fifteen
percent (15%) of the shares entitled to vote at a shareholders
meeting shall constitute a quorum at the meeting. Whether
or not a quorum is present, the meeting may be adjourned
by a vote of the shareholders present.
A quorum may not be destroyed as a result of a shareholder
leaving the meeting after it has begun.
3.09 Proxies. A
shareholder entitled to vote at a shareholders meeting or
to express consent or dissent without a meeting may authorize
other persons to act for the shareholder by proxy. A
proxy shall be signed by the shareholder or the shareholder’s
authorized agent or representative and shall not be valid
after the expiration of three years, unless otherwise provided
in the proxy. A proxy is revocable at the pleasure
of the shareholder executing it except as otherwise provided
by statute. If stock in the corporation is owned jointly,
the proxy must be signed by all joint owners.
3.10 Voting. Each
shareholder owning two outstanding shares is entitled to
one vote on each matter submitted to a vote. Each shareholder
owning one (1) outstanding share is entitled to one vote
on each matter submitted to a vote. A vote may be cast either
orally or in writing. When an action, other than the
election of directors, is to be taken by a vote of the shareholders,
it shall be authorized by a majority of the votes cast by
the holders of shares entitled to vote, unless a greater
vote is required by statute or these Bylaws. If stock
in the corporation is owned jointly, it may be voted in person
by either joint owner unless the corporation receives a notice
from either joint owner indicating that they are withholding
their authority to vote the shares, in which case the shares
shall not be entitled to vote.
3.11 Participation
by Conference Telephone. A shareholder may participate
in a shareholder meeting by conference telephone or any similar
communications equipment through which all persons participating
in the meeting may hear each other, provided that all participants
are advised of the communications equipment and the names
of the participants in the conference are divulged to all
participants. Participation in a meeting pursuant to
this section constitutes presence in person at the meeting.
back to
top
ARTICLE
IV
BOARD
4.01 General Powers. The
business, property, and affairs of the corporation shall
be managed by the board of directors.
Not withstanding the authority of the Board of Directors
to manage the affairs of the corporation, nothing in these
Bylaws shall be construed to permit the Board of Directors
to borrow or pledge the credit of the corporation without
the specific approval of two-thirds of the total stockholders
at a duly noticed stockholder’s meeting. Notice
of such meeting shall include the terms of the borrowing
and the purpose for which the borrowed funds are to be used.
4.02 Number. There
shall be not less than seven (7) nor more than eleven (11)
directors on the board as shall be fixed from time to time
by the board of directors.
4.03 Tenure. Directors
shall be elected at each annual membership meeting to hold
office for a term of three (3) years or until the director’s
successor is elected and qualified, or until the director’s
death, resignation, or removal. Directors shall be
elected on a staggered basis with no more than three (3)
directors elected in any given year.
4.04 Eligibility. In
order to be a director of the corporation, an individual
must be a stockholder or a resident club member in good standing. There
shall be no more than three (3) nonstockholder board members. Any
member of the board of directors who shall cease to be a
stockholder or resident club member shall automatically cease
to be a member of the board of directors. “Good
standing” shall be defined as having paid all sums
due and owing to the corporation.
 4.05 Resignation. A
director may resign at any time by providing written notice
to the corporation. Notice of resignation will be
effective on receipt or at a later time designated in the
notice. A successor shall be appointed as provided
in section 4.07 of the by laws.
4.06 Removal. Any
director may be removed with or without cause by a majority
vote of the stockholders entitled to vote at an election
of directors
4.07 Board
Vacancies. A vacancy on the board may be filled
with a person selected by the remaining directors of the
board, though less than a quorum of the board of directors,
unless filled by proper action of the stockholders. Each
person so elected shall be a director for a term of office
continuing until the next election of directors by the
members.
4.08 Annual
Meeting. An annual meeting shall be held each
year in the month of March immediately after the annual
stockholders meeting. If the annual meeting is not
hold at that time, the board shall cause the meeting to
be held as soon thereafter as is convenient.
4.09 Regular
Meeting. Regular meetings of the board may
be held at the time and place as determined by a board
resolution without notice other than the resolution.
4.10 Special
Meetings. Special meetings of the board may
be called by the president or any two directors at a time
and place as determined b y those persons authorized to
call special meetings. Notice of the time and place
of special meetings shall be given to each director in
any manner at least three days before the meeting.
4.11 Statement
of Purpose. Unless required by these Bylaws
or state statute, neither the business to be transacted
at, nor the purpose of, any regular or special meeting
of the board need be specified in the notice for that meeting.
4.12 Waiver
of Notice. The attendance of a director at
a board meeting shall constitute a waiver of notice of
the meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called
or convened. In addition, the director may submit
a signed waiver of notice that shall constitute a waiver
of notice of the meeting.
4.13 Meeting
by Telephone or Similar Equipment. A director
may participate in a meeting by conference telephone or
any similar communications equipment through which all
persons participating in the meeting can hear each other. Participation
in a meeting pursuant to this section constitutes presence
in person at the meeting.
4.14 Quorum. A
majority of the directors then in office constitutes a quorum
for the transaction of any business at any meeting of the
board. Actions voted on by a majority of directors
present at a meeting where a quorum is present shall constitute
authorized actions of the board.
4.15 Consent
to Corporate Actions. Any action required
or permitted to be taken pursuant to board authorization
may be taken without a meeting if, before or after the
action, all directors’ consent to the action in writing. Written
consents shall be filed with the minutes of the board’s
proceeding.
back to
top
ARTICLE
V
COMMITTEES
5.01 General Powers. The
board, by resolution adopted by a vote of a majority of its
directors, may designate one or more committees, each committee
consisting of one or more directors and club members selected
by the board of directors. The board may also designate
one or more directors as alternate committee members who
may replace an absent or disqualified member at a committee
meeting. If a committee member is absent or disqualified
from voting, then members present at a meeting who are not
disqualified from voting may, whether or not they constitute
a quorum, unanimously appoint an alternate committee member
to act at the committee meeting in place of the absent or
disqualified member. All committees designated by the
board shall serve at the pleasure of the board.
 A committee designated by the board may exercise any powers
of the board in managing the corporation’s business
and affairs, to the extent provided by resolution of the
board. However, no committee shall have the power to
(a) amend the articles of incorporation;
(b) adopt an agreement of merger or consolidation;
(c) amend the bylaws of the corporation;
(d) fill vacancies on the board; or
(e) fix compensation of the directors for serving on the
board or on a committee.
(f) recommend to stockholders the sale, lease, or exchange
of all or substantially all of the corporation’s
property and assets;
(g) recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution; or
(h) terminate club memberships.
5.02 Meetings. Committees
shall meet as directed by the board, and their meetings shall
be governed by the rules provided in article III for meetings
of the board. Minutes shall be recorded at each committee
meeting and shall be presented to the board.
5.03 Consent
to Committee Actions. Any action required
or permitted to be taken pursuant to authorization of a
committee may be taken without a meeting if, before or
after the action, all members of the committee consent
to the action in writing. Written consents shall
be filed with the minutes of the committee’s proceedings.
5.04 Standing
Committees. The standing committees of the
corporation and their duties shall be as follows:
(a) Facilities. The Facilities Committee shall
exercise supervision over the pool and ground s operation;
shall attend to the maintenance of the pool, buildings,
operating equipment and grounds; and shall see that the
Rules and Regulations of the Club are enforced.
(b) Finance. The Finance Committee shall prepare
the annual budget for submission to and approval by the
Board of Directors, and shall exercise general supervision
over the financial transactions of the club.
(c) Personnel. The Personnel Committee shall be responsible
for hiring and firing pool staff. In addition, the
Committee shall make recommendations for salaries to the
board of directors.
(d) Membership. The Membership Committee shall solicit
and receive the applications of property owners and residents
within the boundaries listed in Section 3.01 and turn such
applications over to the board of directors with the recommendation
of the Membership Committee for approval or disapproval.
back
to top
ARTICLE
VI
OFFICERS
6.01 Number. The
officers of the corporation shall be elected by the board
from the board members. The officers shall be a president,
a secretary, and a treasurer. There may also be a chairperson,
vice president, and such other officers as the board deems
appropriate. Two or more offices may be held by the
same person, but such person shall not execute, acknowledge,
or verify an instrument in more than on capacity if the instrument
is required by law or by the president or by the board to
be executed acknowledged, or verified by two or more officers.
6.02
Eligibility. All officers of the corporation
shall be shareholders or resident club members.
 6.03 Term
of Office. Each officer shall hold office
for the term appointed and until a successor is appointed
and qualified. An officer may resign at any time
by providing written notice to the corporation. Notice
of resignation is effective on receipt or at a later time
designated in the notice.
6.04 Removal. An
officer appointed by the board may be removed with or without
cause by vote of a majority of the board. The removal
shall be without prejudice to the person’s contract
rights, if any. Appointment to an office does not
of itself create contract rights.
6.05 Vacancies. A
vacancy in any office for any reason may be filled by the
board.
6.06 President. The
president shall be the chief executive officer of the corporation
and shall have authority over the general control and management
of the business and affairs of the corporation. The
president shall have power to appoint or discharge employees,
agents, or independent contractors, to determine their duties,
and to fix their compensation. The president shall
sign all corporate documents and agreements on behalf of
the corporation, unless the president or the board instructs
that the signing be done with or by the board are executed
and shall perform all other duties incident to the office. This
is subject, however, to the president’s right and the
right of the board to delegate any specific power to any
other officer of the corporation.
6.07 Vice
President. The vice president, if any, shall
have the power to perform duties that may be assigned by
the president or the board. If the president is absent
or unable to perform his or her duties, the vice president
shall perform the president’s duties until the board
directs otherwise. The vice president shall perform
all duties incident to the office.
6.08 Chairperson. The
chairperson, if elected, shall preside at all board meetings. The
chairperson shall have the power to perform duties as may
be assigned by the board. If the president is absent
or unable to perform his or her duties, the chairperson shall
perform the president’s duties until the board directs
otherwise. The chairperson shall perform all duties
incident to the office.
6.09 Secretary. The
secretary shall (a) keep minutes of board meetings; (b) be
responsible for providing notice to each shareholder or director
as required by law, the articles of incorporation, or these
bylaws; (c) be the custodian of corporate records; (d) keep
a register of the names and addresses of each shareholder,
officer and director; and (e) perform all duties incident
to the office and other duties assigned by the president
or the board.
6.10 Treasurer. The
treasurer shall (a) have charge and custody over corporate
funds and securities; (b) keep accurate books and records
of corporate receipts and disbursements; (c) deposit all
moneys and securities received by the corporation at such
depositories in the corporation’s name that may be
designated by the board, (d) complete all required corporate
filings; and (e) perform all duties incident to the office
and other duties assigned by the president or the board.
back to
top
ARTICLE
VII
CORPORATE DOCUMENT PROCEDURE
 7.01 Contracts And Conveyances. All
corporate documents (including stocks, bonds, agreements,
insurance and annuity contracts, notes, disbursements, loans,
and other debt obligations) shall not be signed by any officer,
designated agent, or attorney-in-fact unless authorized by
the board or by these bylaws.
The board of directors of the corporation may in any instance
designate the officer and/or agent who shall have authority
to execute any contract, conveyance, mortgage, or other instrument
on behalf of the corporation, or who may ratify or confirm
any execution. When the execution of any instrument has
been authorized without specification of the executing officers
or agents, the chairperson of the board, the president or any
vice president, and the secretary, assistant secretary, treasurer,
or assistant treasurer, may execute the same in the name and
on behalf of the corporation and may affix the corporate seal
to it.
7.02 Orders
for Payment of Money. All checks, drafts or
other instruments for the payment of money drawn in the
name of the corporation shall require the signatures of
two (2) officers unless the board of directors designates
otherwise.
back to
top
ARTICLE
VIII
INDEMNIFICATION
8.01 Nonderivative Actions. Subject
to all of the other provisions of this article, the corporation
shall indemnify any person who was or is a party, or is threatened
to be made a party to, any threatened, pending, or completed
action, suit, or proceeding. This includes any civil,
criminal, administrative, or investigative proceeding, whether
formal or informal (other than an action by or in the right
of the corporation). Such indemnification shall apply
only to a person who was or is a director or officer of the
corporation or who was or is serving at the request of the
corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether for profit
or not for profit. The person shall be indemnified
and held harmless against expenses (including attorney fees),
judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by the person in connection
with such action, suit, or proceeding, if the person acted
in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation. With
respect to any criminal action or proceeding, the person
must have had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction
or on a plea of nolo contendere or its equivalent, shall
not by itself create a presumption that (a) the person
did not act in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of
the corporation, or (b) with respect to any criminal
action or proceeding, the person had reasonable cause to
believe that his or her conduct was unlawful.
8.02 Derivative
Actions. Subject to all of the provisions
of this article, the corporation shall indemnify any person
who was or is a party to, or is threatened to be made a
party to, any threatened, pending, or completed action
or suit by or in the right of the corporation to procure
a judgment in its favor because (a) the person was or is
a director or officer of the corporation, or (b) the
person was or is serving at the request of the corporation
as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether or not
for profit. The person shall be indemnified and held harmless
against expenses (including actual and reasonable attorney
fees) and amounts paid in settlement incurred by the person
in connection with such action or suit if the person acted
in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation.
However, indemnification shall not be made for any claim,
issue, or matter in which the person has been found liable
to the corporation unless and only to the extent that the
court in which such action or suit was brought has determined
on application that, despite the adjudication of liability
but in view of all circumstances of the case, the person
is fairly and reasonably entitled to indemnification for
the expenses that the court considers proper.
8.03 Expenses
of Successful Defense. To the extent that
a person has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred
to in sections 7.01 or 7.02 of this article, or in defense
of any claim, issue, or matter in the action, suit, or
proceeding, the person shall be indemnified against expenses
(including actual and reasonable attorney fees) incurred
in connection with the action and in any proceeding brought
to enforce the mandatory indemnification provided by this
article.
 8.04 Contract
Right; Limitation on Indemnity. The right
to indemnification conferred in this article shall be a
contract right and shall apply to services of a director
or officer as an employee or agent of the corporation as
well as in such person’s capacity as a director or
officer. Except as provided in section 7.03 of this
article, the corporation shall have no obligations under
this article to indemnify any person in connection with
any proceeding, or part thereof, initiated by such person
without authorization by the board.
8.05 Determination
That Indemnification Is Proper. Any indemnification
under sections 8.01 or 8.02 of this article (unless ordered
by a court) shall be made by the corporation only as authorized
in the specific case. The corporation must determine
that indemnification of the person is proper in the circumstances
because the person has met the applicable standard of conduct
set forth in sections 8.01 or 8.02, whichever is applicable. Such
determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the board consisting
of directors who were not parties to such action, suit,
or proceeding.
(b) If the quorum described in clause (a) above is not
obtainable, then by a committee of directors who are not
parties to the action. The committee shall consist
of not less than two disinterested directors.
(c) By independent legal counsel in a written opinion.
8.06 Proportionate
Indemnity. If a person is entitled to indemnification
under sections 8.01 or 8.02 of this article for a portion
of expenses, including attorney fees, judgments, penalties,
fines, and amounts paid in settlement, but not for the
total amount, the corporation shall indemnify the person
for the portion of the expenses, judgments, penalties,
fines, or amounts pain in settlement for which the person
is entitled to be indemnified.
8.07 Expense
Advance. Expenses incurred in defending a
civil or criminal action, suit, or proceeding described
in sections 8.01 or 8.02 of this article may be paid by
the corporation in advance of the final disposition of
the action, suit, or proceeding, on receipt of an undertaking
by or on behalf of the person involved to repay the expenses,
if it is ultimately determined that the person is not entitled
to be indemnified by the corporation. The undertaking
shall be an unlimited general obligation of the person
on whose behalf advances are made, but need not be secured.
8.08 Nonexclusivity
of Rights. The indemnification or advancement
of expenses provided under this article is not excusive
of other rights to which a person seeking indemnification
or advancement of expenses may be entitled under a contractual
arrangement with the corporation. However, the total
amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses
incurred by the person seeking indemnification or advancement
of expenses.
8.09 Indemnification
of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to
time by the board, grant rights to indemnification and
to the advancement of expenses to any employee or agent
of the corporation to the fullest extent of the provisions
of this article with respect to the indemnification and
advancement of expenses of directors and officers of the
corporation.
8.10 Former
Directors and Officers. The indemnification
provided in this article continues for a person who has
ceased to be a director or officer and shall inure to the
benefit of the heirs, executors, and administrators of
that person.
 8.11 Insurance. The
corporation may purchase and maintain insurance on behalf
of any person who (a) was or is a director, officer,
employee, or agent of the corporation, or (b) was or
is serving at the request of the corporation as a director
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise. Such
insurance may protect against any liability asserted against
the person and incurred by him or her in any such capacity
or arising out of his or her status as such, whether or not
the corporation would have power to indemnify against such
liability under this article or the laws of the state of
Michigan.
8.12 Changes
in Michigan Law. If there are any changes
in the Michigan statutory provisions applicable to the
corporation and relating to the subject matter of this
article, then the indemnification to which any person shall
be entitled shall be determined by such changed provisions,
but only to the extent that any such change permits the
corporation to provide broader indemnification rights than
such provisions permitted the corporation to provide before
any such change.
back to
top
ARTICLE
IX
COMPENSATION
When authorized by the board, a person shall be reasonably
compensated for services rendered to the corporation as an
officer, director, employee, agent, or independent contractor,
except as prohibited by these bylaws.
ARTICLE
X
CLUB MEMBERS
10.01 Club Members. There
shall be four categories of membership in the Shannondale-Mahogany
Swim Club. Those categories shall be as follows:
(a) Stockholders-Active. This category shall
include all those who are eligible under paragraph
3.01, own stock, and pay the annual active stockholder
dues.
(b) Stockholders-Inactive. This category shall
be comprised of all those who are eligible under paragraph
3.01, own stock, and pay the annual inactive stockholder
dues.
(c) Resident Club Members. This category shall
include all those individuals residing within the area
set forth in paragraph 3.01 who pay the annual resident
club member dues.
(d) Non-resident Club Members. This category shall
include all those individuals who live outside the boundaries
set forth in paragraph 3.01 and pay the annual nonresident
club member dues.
The term “Club Member” shall mean any individual(s)
who shall fall in one of the four categories in this section
10.01. Joint stockholders shall be treated as one club
member. The term “Resident” shall mean
any individual(s) who resides in the area set forth in section
3.01. The term “Nonresident” shall mean
any individual(s) residing outside the area set forth in
section 3.01.
10.02 Club
Member Rights. Club Members shall have the
right to the use of the pool, clubhouse, tennis courts
and any other facilities owned and operated by the corporation
subject to the rules and regulations of the corporation
and payment of all dues that shall be required. Notwithstanding
this provision, those individual(s) classified as “Stockholders –Inactive”,
shall only be entitled to the use of the facilities on
terms and conditions set by the board of directors.
10.03 Associate
Members. All individuals residing with a club
member on a full-time basis shall be deemed to be associate
members and shall be entitled to use the club facilities
in the same manner and to the same extent as a club member.
10.04 Maximum
Membership. The total number of club members
including Stockholders – Active, Resident Club Members
and Non-resident Club Members at any one time shall not
exceed two hundred seventy-five (275).
10.05 Priority
for Membership. Membership in the club shall
be determined on an annual basis. The status of an
individual shall be based upon that individual’s
prior year status. Priority for membership shall
be given as follows:
(a) Stockholders – Active
(b) Stockholders – Inactive
(c) Resident Club Members
(d) Residents.
(d) Stockholders – Active; Stockholders –Inactive;
or Resident Club Members who become Non-residents.
(e) Non-resident Club Members.
(f) Non-residents.
10.06 Guests. The
board of directors shall have the power and right to set
all rules, regulations and restrictions concerning guests
of the corporation or club members.
back to
top
ARTICLE
XI
DUES, FEES AND SPECIAL ASSESSMENTS
 11.01 Annual Dues and Fees. The
board of directors shall have the power to annually set for
each of the four membership categories any dues or fees that
it deems advisable and in the best interest of the corporation
so that the corporation can continue to operate.
11.02 Special
Assessments. The board of directors may recommend
to the shareholders special assessments which from time-to-time
it deems advisable and in the best interest of the corporation. No
special assessment may be assessed against the shareholders
unless it is approved by an affirmative vote of three-fourths
of the shareholders of the corporation.
back to
top
ARTICLE
XII
BOOKS AND RECORDS
12.01 Maintenance of Books and
Records. The proper officers and agents of
the corporation shall keep and maintain the books, records,
and accounts of the corporation’s business and affairs,
minutes of the proceedings of its shareholders, board,
and committees, if any, and the stock ledgers and lists
of shareholders, as the board of directors shall deem advisable
and as shall be required by the laws of the state of Michigan
and other states or jurisdictions empowered to impose such
requirements. Books, records, and minutes may be
kept within or without the state of Michigan in a place
that the board shall determine.
Reliance on Books and Records. In discharging his
or her duties, a director or an officer of the corporation,
when acting in good faith, may rely on information, opinions,
reports, or statements, including financial statements and
other financial data, if prepared or presented by any of
the following:
(a) One or more directors, officers, or employees
of the corporation, or of a business organization under
joint control or common control, who the director or
officer reasonably believes to be reliable and competent
in the matters presented.
(b) Legal counsel, public accountants, engineers, or other
persons as to matters the director or officer reasonably
believes are within the person’s professional or
expert competence.
(c) A committee of the board of which he or she is not
a member if the director or officer reasonably believes
the committee merits confidence.
A director or officer is not entitled to rely on the information
set forth above if he or she has knowledge concerning the
matter in question that makes reliance otherwise permitted
unwarranted.
back to
top
ARTICLE
XIII
FISCAL YEAR
The fiscal year of the corporation shall end on March 31.
ARTICLE
XIV
AMENDMENTS
The shareholders, at any regular or special meeting, may
amend or repeal these bylaws, or adopt new bylaws by vote
of a majority of the shareholders entitled to vote, if notice
setting forth the terms of the proposal has been given in
accordance with any notice requirement for such meeting of
the shareholders.
ARTICLE
XV
INTERPRETATION
Any question as to the meaning or proper interpretation
of any of the provisions of these Bylaws shall be determined
by the board of directors, whose decision shall be final,
conclusive and binding on all concerned parties.
back to
top |
