Article I – Purpose
The purpose of the WHITE RIVER BEACH ASSOCIATION, INC. shall be:
1. To purchase, own, maintain and improve lands and other property in the Township of White River, Muskegon County, Michigan for summer resort and recreational use by its stockholders.
2. To provide or allocate to each membership unit one building site for the construction of a single family cottage or cabin.
3. To protect, improve and preserve the beach frontage on Lake Michigan, and the remaining real property not allocated for building sites for the benefit and use in common of the stockholders.
4. To purchase, acquire, construct, improve, and maintain, change, relocate, or close, facilities for the common use of all stockholders, such as, but not limited to a central toilet, shower and washing facility.
5. To plot out, construct, maintain, improve, change, relocate, abandon, or close roads, seed loose sand areas, and other improvements for the convenient use of the premises by the stockholders.
Article II – Membership
1. Members of the Association shall be those persons who either solely or jointly are the owners of 72 shares of stock in the Association. Seventy-two shares of stock shall constitute one membership unit as this term is subsequently used in these bylaws.
Each membership unit shall designate in writing to the Association Treasurer the name of the member who is responsible for the financial obligations of the membership unit. This individual shall receive Association communications. There is no limit to the number of members named within one membership. (August 3, 1996)
2. Additional members beyond the incorporators; may be permitted to purchase a membership unit of 72 shares of stock by a majority vote of the membership units present and voting at an annual or special meeting of the Stockholders, or by the unanimous approval of the Board of Directors, until such time as the Association has 25 membership units. The sale of stock in excess of 25 membership units may be authorized only by a two-thirds vote of the membership units.
3. Associate Members. Direct or adoptive descendants of members, as well as descendants’ spouses, shall be eligible for associate membership status provided they have reached the age of 21 years. An eligible person can achieve associate membership by submitting an application signed by the applicant and the member(s). Upon verification of age, the Board shall grant associate membership status. Should the member cease to own stock, then their descendant associate member(s) shall lose associate membership status. (September 1, 1991)
4. Members Emeritus: Prior members of the Association whose direct or adoptive descendants are current members of the same membership unit are members emeritus. Member emeritus status terminates automatically if the prior member ceases to have direct or adoptive descendants who are current members of the same membership unit. (August 6, 2016)
Article III – Meetings
1. The annual meeting of the stockholders of the Association shall be held on the first Saturday in August at 1 p.m. or at a time determined by the Board, at the Association’s property in White River Township, Muskegon County, Michigan. (August 4, 1995)
2. Special meetings of the stockholders shall be called when requested by the President or by a majority of the member of the Board of Directors or by the written request of five membership units.
3. Notice of the time and place of annual or special meetings of the stockholders shall be given by the Secretary not less than 10 days in advance of the meeting by ordinary mail addressed to each membership unit at their last known addresses as listed on the corporate records.
4. A quorum at an annual or special meeting of the stockholders shall consist of a majority of the membership units being represented either in person or by proxy. A quorum shall be necessary to transact any business.
5. Proxies for annual or special meetings of the stockholders shall be in writing and shall be delivered to the Secretary at or before the beginning of the meeting, or to the person serving as Secretary at the meeting.
6. When two or more persons are the joint owners of one or more membership units, any one of the owners present at an annual or special meeting of the stockholders may cast the votes of the stock of that membership unit or units.
7. Each membership unit shall have only one vote regardless of the number of joint owners, and the tabulation of votes at stockholders meetings shall be made on the basis of the 72 shares of stock owned or represented by each membership unit.
8. (Eliminated August 7, 2004)
9. Associate members and members emeritus shall have the right to attend annual and special meetings of the membership, participate in discussions and make or support motions but may not vote unless they hold a proxy. (August 6, 2016).
Article IV – Board Of Directors
1. The Board of Directors of this Association shall consist of five persons elected from among the members of the Association by a majority vote of the membership units represented at annual meetings of the stockholders.
2. At the organizational meeting two Directors shall be elected for one year, two Directors shall be elected for two years and one Director shall be elected for three years; and thereafter, commencing with the annual meeting to be held in 1964 the Directors shall be elected for terms of three years as the terms of the original directors expire. Only one Director may be elected from among the owners of a membership unit.
3. Vacancies on the Board of Directors shall be filled by appointment by the Board until the next annual meeting when a Director shall be elected to fill the unexpired term.
4. A Director who ceases to own stock of the Corporation shall cease to be a Director.
5. Directors may be removed by a two-thirds vote of the membership units voting at any annual or special meeting of the stockholders provided that written notice of the intention to submit a removal resolution has been given all membership units by mail at least 10 days in advance of the meeting.
6. Three Directors shall constitute a quorum of the meetings of the Board of Directors.
7. The Board of Directors shall have the management and control of the stock, business, finances, rights and interests, buildings and all property, real and personal, of the corporation, and shall have jurisdiction over the lands of the corporation and all streets, alleys, and highways passing through and over the same, or which said corporation may cause to be constructed and laid out or maintained therein, and the water within and in front of said lands and premises.
8. The Board of Directors shall in no case in any one year authorize any expenditure or incur any liability on behalf of the Corporation to exceed $1,000.00 unless authorized by a majority of all the membership units by said corporation in a meeting duly assembled.
9. The Board of Directors shall establish reasonable rules and regulations for the use of the commonly shared or used facilities of the Association, and may regulate the use, care and maintenance of individual building sites.
10. The Board of Directors may establish minimum standards for construction on building sites and shall approve the plans for all construction on building sites. A member may not build, construct, or install any structure (including without limitation any well, septic tank, septic field, stairs, or ramps) on common property, either above or below ground, without the prior written permission of the Board of Directors. (August 7, 2004)
11. The Board of Directors may establish regulations limiting the excessive use by guests of members of the land or facilities used in common.
12. The Board of Directors shall meet immediately following the annual meeting of stockholders and at other times upon the call of the President or any two Directors.
13. A resignation of a Board Member may be tendered in writing (including email) by a Board member at his/her request or the request of a legally assigned representative. (August 5, 2017)
Article V – Officers
1. The Directors shall, at a meeting immediately following each annual meeting, choose a President, Vice-President, Secretary and Treasurer from among their members. The officers shall have the duties and responsibilities customarily assigned to those officers and such additional duties as may be given them by the Board of Directors or the stockholders.
Article VI – Building Sites
1. Stock in the Association shall all be of one class and shall be subscribed to or sold only in blocks of 72 shares constituting a membership unit.
2. The owner or owners of each membership unit shall be entitled to be assigned one building site as delineated by the Board of Directors for the construction of a single family cottage or cabin.
3. (Eliminated August 7, 2004)
4. Membership units will be limited to 2 per shareholder. (August 2, 1969)
5. (Eliminated, August 3, 1996)
6. Building sites are appurtenant and attached to the membership unit consisting of a block of 72 shares of stock. Such building sites cannot be sold, assigned, conveyed, or encumbered in any manner except as an appurtenance of the stock comprising the membership unit.
7. A membership request to change its building site assignment shall require the approval of a majority of those membership units represented either in person or by proxy at an annual or special meeting of the stockholders. (September 4, 2006)
8. The use and occupancy of the building site appurtenant to each membership unit shall be governed by a Proprietary Lease between the Association and the owner of the applicable membership unit or other qualified person, which Proprietary Lease shall be in a form adopted by the shareholders. The initial form of the Proprietary Lease is the form adopted by the shareholders by resolution on August 31, 2013. Changes to the form of the Proprietary Lease may be made only upon the affirmative resolution of not less than a simple majority of all membership units of the Association (other than those not eligible to vote) at a duly organized shareholders meeting. Notwithstanding any contrary provision of these bylaws, changes to this bylaw may be made only upon the affirmative resolution of not less than two-thirds of all membership units of the Association (other than those not eligible to vote) at a duly organized shareholders meeting. (August 31, 2013)
Article VII – Sale of Stock
1. Stock of the Association shall be subscribed to or sold only in blocks of 72 shares constituting a membership unit to which membership unit attaches the building site allocated to it.
2. (Eliminated August 7, 2004)
3. Except as provided in paragraph 4 and paragraph 6 of this Article VII, the members of a membership unit may sell, donate, or otherwise transfer their shares to persons of their choosing. The membership in the Association will be transferred by recording the transfer with the Board of Directors. The Board of Directors shall not exercise the Corporation’s option of purchase of the stock offered by sale or transfer. The stock will be held in blocks of 72 shares which will constitute one membership unit. (August 3, 2019)
4. Prior approval first by the Board of Directors and then by a majority vote of all membership units of the Association is required before a member may transfer shares: (a) to any person, if the transfer would result in the membership unit being owned by two or more unrelated persons; (b) to a trust, other than a trust used solely for family estate planning purposes; (c) to a corporation, partnership, limited liability company or other entity; or (d) to any other person that is not a natural person. For this purpose, persons are “unrelated” unless they are married, related by blood or adoption, or have a stepparent/stepchild relationship. (September 4, 2006)
5. The Association will reflect a transfer of stock on the books of the corporation only where the membership is current in payment of dues and special assessments. Moreover, prior to any such transfer, the transferee must demonstrate to the satisfaction of the Association that the membership is current in payment of property taxes as of the effective date of transfer. (August 5, 2017)
6. The members or other legal representatives of a membership unit must promptly notify the President of the Association in writing if they decide to list their membership unit for sale with a realtor, or if they decide to otherwise solicit offers for the purchase or other acquisition of their shares. The Board or its representative will prepare a written document describing the nature, purpose and philosophy of the Association, and the work and other requirements members are expected to fulfill. The Board or its representative will take reasonable measures to try to cause the document to be provided to prospective purchasers before they make a decision to purchase a membership unit. In any case, the shares of the membership unit may not be transferred unless each proposed purchaser has provided a signed copy of the document to the President of the Association or his designee, attesting that the proposed purchaser has read and understood the document. The requirements of this Section 6 shall not apply in the case of a transfer of shares to a family member or to a trust used solely for family estate planning purposes, or in any case exempted by majority vote of the Board of Directors. (August 3, 2019)
Article VIII – Dues
1. The fiscal year shall be July 1 through June 30. Dues for the current fiscal year shall be payable by April 1 of each year. Interest designated by the Board of Directors will be charged on payments after May 1. The Board of Directors shall meet and establish the amount of the annual dues for the current fiscal year by the first Monday in September. The amount of dues shall not exceed $500. (August 2, 2014)
2. Dues or assessments in excess of $500 per year shall be levied or collected only when approved by a three-quarter vote of all the membership units. (August 7, 2004)
3. Only those membership units who are in good standing and are current in dues payment and special assessments shall vote at any annual or special meeting. Current in dues payment shall mean the dues for the prior fiscal year are paid in full. (August 5, 2017)
4. (Eliminated August 5, 2017)
Article IX – Guest
1. The use of building site or cottage and of the facilities used in common by the members may be used by invited guests of members, provided that the guests observe the rules and regulations governing the use of the facilities.
2. Members shall be personally responsible and liable for damage done by their invited guests to either common facilities or the property of other members.
Article X – Amendments
1. These bylaws may be amended by a majority vote of the membership units represented either in person or by proxy at any annual or special meeting of the stockholders when notice of the proposed amendment has been given in writing by ordinary mail to all membership units ten days in advance of the meeting.
2. At the request of any two membership units, the Secretary shall include in the required notice of stockholders meetings the information regarding a bylaw change the membership units desire to present.
Article XI – Indemnification
(August 4, 2001)
1. Each person who at any time is or shall have been a director, officer, employee or agent of this Association shall be indemnified by this Association in accordance with and to the full extent that would be permitted by the Michigan Nonprofit Corporation Act (as in effect at the time of adoption of this bylaw or as amended from time to time) as if this Association were organized under such Act (but subject to any limitation imposed by Act 230 of the Public Acts of 1897, as amended). The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, or vote of disinterested directors or otherwise. If authorized by the Board of Directors, the Association may purchase and maintain insurance on behalf of any person to the full extent that would be permitted by the Michigan Nonprofit Corporation Act (as in effect at the time of adoption by this bylaw or as amended from time to time) if this Association were organized under such Act (but subject to any limitations imposed by Act 230 of the Public Acts of 1897, as amended)
Article XII – Limitation on Rental
Activity
(August 4, 2001)
1. No membership unit shall rent the building site associated with its shares, or any cottage or similar structure located on such building site, for more than 4 weeks in any calendar year, and no membership unit shall advertise in a public way, such as an internet vacation rental site, for such a rental, except with the express prior written permission of the Board of Directors. The Board of Directors may grant such permission in its sole discretion, but shall have no obligation whatsoever to do so. (August 4, 2018)
ARTICLE XIII--PROPERTY TAX COMPLIANCE
(August 2, 2008)
1. Whether or not requested by the Association, a membership unit shall notify the President or Secretary of the Association in writing within fourteen (14) days of: (a) the conveyance of the deceased member’s share as directed by will or as directed by a court following the death of such member; (b) any change in the present beneficiaries of a trust that is the owner of a membership unit; (c) any change in the tenants for any membership unit that is owned as joint tenants, tenants by the entireties or tenants in common; or (d) any other change affecting the ownership of the shares comprising the membership unit.
2. Within fourteen (14) days of a written request therefor by the Association, a membership unit shall provide the Association with any information, including supporting documentation, reasonably requested by the Association to enable the Association to comply with its obligations under the Michigan General Property Tax Act, as it may be amended, superseded or replaced from time to time. Without limitation of the foregoing, the Association may request information regarding any change affecting the ownership of the shares comprising the membership unit, or regarding any other event which could affect the property tax status or property tax liability of the Association, or of which the Association would need to be aware in order to satisfy any reporting obligations of the Association under such Act.
3. No transfer of shares in the Association shall be recorded with the Board of Directors or on the books or records of the Association until the appropriate officers of the Association are satisfied that the transferor and transferee have provided the Association with all information necessary to determine the effect of such transfer on the Association’s property tax status and property tax liability and to satisfy any reporting obligations of the Association under the Michigan General Property Tax Act, as it may be amended, superseded or replaced from time to time. This bylaw shall not be construed as giving the Directors or officers of the Association the power to disapprove share transfers, except for failure to provide information as specified above.