BYLAWS OF LAKESHORE WOODS OWNERS ASSOCIATION

BYLAWS OF THE
LAKESHORE WOODS OWNERS ASSOCIATION

1. BYLAWS

   These Bylaws are hereby adopted in their entirety as the Bylaws of the LAKESHORE WOODS OWNERS ASSOCIATION for the purpose of administering and governing a platted residential development known as LAKESHORE WOODS SUBDIVISION, (“the Development”) located in Grand Haven Charter Township, Ottawa County, Michigan and its Association of Owners.

2. ASSOCIATION AND MEMBERSHIP

   1. Powers of Association. The LAKESHORE WOODS OWNERS ASSOCIATION (“the Association”) shall be a nonprofit corporation, organized under the applicable laws of the State of Michigan. The Association shall be responsible for the management, maintenance, operation and administration of the Parks, easements and affairs of the Development, according to the Declaration of Restrictive Covenants, these Bylaws, the Articles of Incorporation, and the laws of the State of Michigan. The Association shall have the following powers:
      1. To maintain the Parks,
      2. To maintain the sign and other improvements located in the Easement for Signage.
      3. Develop an annual budget, and determine, levy and collect assessments required for the operation and affairs of the Development,
      4. Hire and dismiss contractors and personnel as necessary for the efficient management and operation of the Development,
      5. Open bank accounts, borrow money and issue evidences of indebtedness in furtherance of the purposes of the Association, and designate signatories required for such purpose,
      6. Enforce the provisions of the Development Documents,
      7. Obtain insurance for the Parks and other areas for which the Association may have liability and for the protection of Officers and Directors, the premiums of which shall be an expense of administration,
      8. Make repairs, additions, improvements, or alterations of the Parks and any other areas in which the Lot owners have a collective interest,
      9. Assert, defend or settle claims on behalf of all Lot owners in connection with the Parks,
      10. Institute actions on behalf of and against Lot Owners in the name of the Association, and
      11. Such further powers as may be imposed by resolution of the Members of the Association or which may be required by the Development Documents.
   2. Membership.
      1. All Lot Owners in the Development and all people using or entering upon or acquiring any interest in any Lot or Park shall be subject to the provisions of the Development Documents, including these Bylaws.
      2. Each Owner shall be a Member of the Association and no other person or entity shall be entitled to membership. With regard to Lots that are transferred by means of a Land Contract, all voting rights and other privileges and obligations shall inure to the vendees.
      3. The share of a Lot Owner in the funds and assets of the Association and in Parks cannot be assigned, placed or transferred in any manner except as an appurtenance to a Lot.
   3. Association Books and Annual Audit. The Association shall maintain books and records. Lot Owners may inspect the books of the Association at a reasonable time and place as provided by the Officers of the Association. The Association shall keep current copies of the recorded Declaration of Restrictive Covenants and Amendments thereto and all other documents pertaining to the Development and make them available at reasonable hours to Lot Owners, prospective purchasers and prospective mortgagees.

3. MEETINGS AND QUORUM

   1. Developer Controlled Board. Prior to the First Annual Meeting of the Members of the Association, all Directors and Officers shall be appointed by the Developer.
   2. First Annual Meeting. The First Annual Meeting may be convened only by the Developer and shall be called no later than the Close of the Development Period.
   3. Membership Meetings. Meetings of the Association will be held at the principal office of the Association or at such other suitable place convenient to the Lot Owners as may be designated by the Board of Directors. Meetings of the Association will be conducted according to Robert’s Rules of Order or, at the election of the Board of Directors, some other generally recognized manual of parliamentary procedure not otherwise in conflict with the Development Documents or the laws of the State of Michigan.
   4. Annual Meetings of Members. After the First Annual Meeting, the Annual Meeting shall be held in each year on a date within thirty (30) days of the anniversary date of the first Annual Meeting.
   5. Delayed Annual Meeting of Members. If, for any reason, the Annual Meeting shall not be held on the day so designated, such meeting may be called and held as a special meeting with the same proceedings as at an Annual Meeting.
   6. Special Meetings of Members. Special meetings of the members may be called by the President or by a majority of the directors of the Board of Directors, or by Lot Owners having at least twenty percent (20%) of the votes entitled to notice of the meeting. Notice of special meetings shall be provided in the same manner as for Annual Meetings.
   7. Organizational Meeting of Board. At the place of holding, and immediately following, the Annual Meeting of members, the Board of Directors shall, upon final adjournment of such Annual Meeting, convene for the purpose of electing officers and transacting any other business properly proposed; provided that the organizational meeting in any year may be held at a different time and place by consent of a majority of the Directors.
   8. Regular Meetings of the Board. In addition to its organizational meeting, the Board may hold regular meetings at such other times and places as it shall from time to time determine. Notice of regular meetings shall be given to each director at least ten days prior to the date of such meeting.
   9. Special Meetings of Board. Special meetings of the Board may be called by the President or by any two directors by written notice to each director of the time, place and purpose of such meeting, at least three days prior to the date of such meeting.
   10. Notice and Mailing. All written notices required to be given by these Bylaws shall state the authority pursuant to which they are issued ( e.g., “by order of the President”, or “by order of the Board of Directors”, as the case maybe) and shall bear the written, printed or typed signature of the Secretary. Each notice of a meeting shall state the time, date and place of the meeting. Notice shall be deemed duly served when it has been served, personally or by mail, telefax, telephone, or e-mail. Notice of meetings shall be provided to Members or Directors not less than 10 days prior to a meeting.
   11. Waiver of Notice. Notice of the time, place and purpose of any meeting of the Members or of the Board of Directors may be waived in writing, either before or after such meeting has been held. Attendance at any meeting of the Board of Directors constitutes a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
   12. Quorum. A majority of the Association Members, Directors then in office, or the members of any committee, shall constitute a quorum for the transaction of business. Members or directors present or represented by written proxy at any such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough persons to leave less than a quorum, and may adjourn the meeting for not more than thirty (30) days, without notice other than announcement at the meeting, until a quorum shall be present or represented.

4. BOARD OF DIRECTORS

   1. Number and Term. The Directors shall be elected and shall serve as follows:
      1. Before the First Annual Meeting. Before the first annual meeting of Members, the business, property and affairs of the Association shall be managed by a Board of Directors comprised of three (3) members designated by the Developer. The number of Directors may be increased or decreased at the discretion of the Board.
      2. Following the first annual meeting. Following the first annual meeting of Members, the business, property and affairs of the Association shall be managed by a Board of Directors. The number of seats on the Board of Directors shall be determined at the First Annual Meeting and may be modified at subsequent annual meetings. Every Director, shall hold office for a term of one (1) year and until a successor is elected and qualified, or until such director’s resignation or removal. The number and terms of Directors may be modified by the Members of the Association at an annual meeting.
   2. Resignation and Removal. A Director may resign at anytime and such resignation shall take effect upon receipt of written notice to the Board of Directors, or at such subsequent time as may be set forth in the notice of resignation. Any or all the directors may be removed, with or without cause, by the majority vote of a quorum of Owners.
   3. Vacancies. Vacancies in the Board may be filled by the affirmative vote of a majority of the remaining Directors. Each person elected to fill a vacancy shall remain Director until a successor has been duly elected and qualified, which election shall be for a term equal to that remaining of the director whose death or resignation has created the vacancy.
   4. Action by Written Consent. If and when all the Directors shall severally or collectively consent in writing to any action to betaken by the Association, either before or after the action, such action shall be as valid an Association action as though it had been authorized at a meeting of the Board.
   5. Powers and Duties. In addition to the powers and duties imposed or permitted by law, by these Bylaws or by resolution of the members of the Association, the Board of Directors shall have all powers and duties necessary for the administration of the affairs of the Association.
   6. Rules and Regulations. The Board of Directors may propose regulations respecting the use and enjoyment of the Lots and Parks and such other rules and regulations as may be necessary for the maintenance and operation of the Development. All regulations imposed by the first and all successor Boards of Directors shall be binding upon all members unless and until duly amended as provided herein.
   7. Compensation. Directors shall receive no compensation for their services as directors unless expressly provided for in resolutions duly adopted by not less than 2/3 of the Owners.

5. OFFICERS

   1. The principal officer of the Association shall be a President, who shall be a member of the Board of Directors, a Vice-President, Secretary and a Treasurer. The Directors may appoint an Assistant Treasurer, and an Assistant Secretary, and such other officers as in their judgment may be necessary. Any two offices except that of President and Vice President may be held by one person.
   2. The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.
   3. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed either with or without cause, and a successor elected at any regular meeting of the Board called for such purpose.
   4. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Association and of the Board of Directors. The President shall have all of the general powers and duties which are usually vested in the office of the President of an association, including, but not limited to, the power to appoint committees from among the members of the Association from time to time as the President may in his or her discretion deem appropriate to assist in the conduct of the affairs of the Association.
   5. The Vice President shall take the place of the President and shall perform the Presidential duties whenever the President shall be absent or unable to act.
   6. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association. The Secretary shall have charge of the corporate seal and of such books and papers as the Board of Directors may direct. The Secretary shall, in general, perform all duties incident to the office of the Secretary.
   7. The Treasurer shall have the responsibility for the Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, and in such depositories as may, from time to time, be designated by the Board of Directors.
   8. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.

6. POWERS AND DUTIES OF THE ASSOCIATION

   The Association has the following powers and obligations. The Association shall:

   1. Maintain Parks in a reasonably good and usable condition.
   2. Purchase and maintain at all times a policy of general liability insurance in an amount not less than $1,000,000 to cover injury or other claims arising by out of the Parks and other areas in which the lot owners have a collective interest.
   3. Enforce all rules regarding use of the Parks.
   4. Determine and enact assessments as required to fulfill the foregoing duties.
   5. Enforce rules and regulations in courts of appropriate jurisdiction.
   6. Open bank accounts, prepare financial statements, and prepare tax returns.
   7. Hire professional and other services.
   8. Assess Members for the costs of administration.
   9. Maintain a reserve fund.
   10. Acquire errors and omissions coverage for the benefit of members of the Board of Directors.
   11. All other powers reasonably required to carryout the provisions of the Covenants & Restrictions and the Bylaws.

7. SEAL

   If so determined by the Board of Directors, the Corporation shall have a seal which shall have inscribed thereon the name of the corporation, the words “Corporate Seal”, and “Michigan”.

8. FINANCES

   1. The finances of the Association shall be handled in accordance with these Bylaws.
   2. The fiscal year of the Association shall be an annual period commencing on such date as may be initially determined by the Directors. The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause.
   3. The funds of the Association shall be deposited in such bank as may be designated by the directors and shall be withdrawn only upon the check or order of such officers, employees or agents as are designated by resolution of the Board of Directors from time to time.
   4. The Board shall advise each Owner in writing of the applicable amount of common charges and shall furnish copies of a financial statement to all Owners at least once a year.
   5. The Association may maintain a reserve fund for major repairs or replacements of improvements for which the Association has maintenance responsibility. The reserve fund shall amount to a minimum of 10% of the Association’s current annual budget on a non-cumulative basis. The reserve fund shall be used only for major repairs and capital improvements. The minimum standard required by this section may prove to be inadequate for a particular Development. The Association should carefully analyze the Development to determine if a greater amount should be set aside, or if additional reserved funds should be established for other purposes.

9. INDEMNITY of Directors AND OFFICERS

   Directors and officers of the corporation, whether in office or not at the time of suit(s) or threats thereof, and the heirs, executors, administrators and personal representatives of each thereof are hereby indemnified against and shall be held harmless from any and all expense, including attorney fees, or liability for such expenses sustained or incurred by them or any of them in connection with any suit or suits, or threats thereof, which may be brought or made against such director or officer and involving or pertaining to official acts or duties, if in any such suit or suits no personal liability is finally established with respect to such director or officer on the basis of his willful or wanton misconduct or gross negligence. No payment shall be made hereunder until after ten days notice thereof to the Lot Owners.

10. MAINTENANCE OF PARKS

    The Association has the obligation to maintain the Parks in a reasonably good and usable condition. The Association shall determine and enact such assessments as are necessary for maintenance upon the Development.

11. ASSESSMENTS

    1. Determination of Assessments. The Board shall from time to time, and at least annually, adopt a budget for the Association which shall include the estimated funds required to defray expenses for which the Association has responsibility for the ensuing year. The expenses shall include among other things, such amounts as the Board may deem proper for the operation and maintenance of the Parks and other areas for which the Association has maintenance responsibility, and may include, without limitation, amounts to be set aside for working capital of the Development, for a general operating reserve for replacement and for meeting any deficit in the common expense for any prior year.
    2. Levy of Assessments. The assessments levied against the Lots shall be apportioned among the Lots equally except as provided herein.
    3. Collection of Assessments. Each Lot Owner shall be obligated for the payment of all assessments levied with regard to his or her Lot during the time that the individual is the owner thereof, and no Lot Owner is exempt from liability for contribution toward the expenses of administration by waiver of the use of enjoyment of any Park, or by the abandonment of a Lot. In the event of a default by any Owner in paying the assessed common charges, the Board may impose reasonable charges or charge interest at the legal rate on such assessment from the due date thereof. The lien shall be evidenced by the recording of a notice of lien with the Register of Deeds. A lien for unpaid assessments shall have priority over all other liens except tax liens in favor of any state or federal taxing authority and sums unpaid upon a mortgage of record recorded prior to the recording of any notice of lien by the Association. A lien for unpaid assessments shall not be effective until a notice of lien is recorded. The Association may enforce the collection thereof by suit at law for a money judgment or by foreclosure of the liens securing payment. ln an action for foreclosure, a receiver may be appointed and reasonable rental for the Lot may be collected from the Owner thereof or anyone claiming under him, and all expenses incurred in collection, including interest, costs and actual attorney’s fees, and advances for taxes or other liens paid by the Association to protect its lien, shall be chargeable to the Owner in default. Upon sale or conveyance of the Lot, all unpaid assessments against the Lot shall be paid out of the sale price by the seller of the Lot.
    4. Financial Responsibility of the Developer. The financial responsibility of the Developer is as follows:
       1. Prior to First Annual Meeting. Until the First Annual Meeting of Members the Developer will not be responsible for the payment of assessments although it will be the responsibility of the Developer to keep the books balanced, and to avoid any continuing deficit in operating expenses.
       2. Following the First Annual Meeting. Following the First Annual Meeting ofMembers the Developer will be responsible for the payment of the same assessments levied against other Lots in the Development.

12. INSURANCE

    The Association shall carry insurance for fire and extended coverage, vandalism and malicious mischief, liability and, if applicable, worker’s disability compensation, pertinent to the ownership, use and maintenance of the premises under the control of the Association. All premiums for insurance carried by the Association shall be an expense of the administration.

13. DISPUTES

    In the event an owner of any Lot shall fail to maintain the premises and the improvements situated thereon in a manner satisfactory to the Board of Directors, the Association, after approval by two-thirds (2/3) of a quorum of the Board of Directors, and upon 7 days notice to the co-owners of the affected Lot, shall have the right, through its agents and employees, to enter upon said Lot and to repair, maintain, and restore the Lot and the exterior of the buildings and any other improvements erected thereon. The cost of such exterior maintenance shall be added to and become part of the assessment to which such Lot is subject. The notice to co-owners provided herein shall be given in accordance with these Bylaws.

    In addition to the remedies provided above, if a Owner fails to comply with any of the provisions of the Covenants & Restrictions and Bylaws, the Association may commence an action to recover sums due for damages, injunctive relief, foreclosure of lien if in default in payment of an assessment, or any combination thereof. The Association, if successful, may recover the costs of the proceeding and reasonable attorney fees as determined by the Court. The Board of Directors may also issue a schedule of fines against Owners for defaults, which shall be levied after notice and hearing thereon, along with the imposition of late charges for non payment of assessments. All costs, fines and judgments shall constitute a lien against the subject Lot.

14. LEASES

    1. Notice of Lease. A Lot Owner, including the Developer, desiring to lease a Lot or improvement thereon, shall, at least ten (10) days before occupancy by the tenant, file a copy of the lease with the Secretary of the Association. No Lot or improvement shall be rented or leased for a period of less than six (6) months without the prior written consent of the Association.
    2. Terms of Lease. Tenants shall comply with all the conditions of the Development Documents, and all lease and rental agreements must require such compliance.
    3. Remedies of Association. If the Association determines that any tenant has failed to comply with conditions of the Development Documents, the Association may take the following action:
       1. Notice. The Association shall notify the Lot Owner advising of the alleged violation by the tenant.
       2. Investigation. The Co-owner will have 15 days after receipt of the notice to investigate and correct the alleged breach by the tenant or to advise the Association that a violation has not occurred.
       3. Legal Action. If, after 15 days the Association believes that the alleged breach has not been cured or may be repeated, it may institute an action for eviction against the tenant and a simultaneous action for money damages (in the same or in a separate action) against the Lot Owner and tenant for breach of the conditions of the Development Documents.
    4. Assignment of rents. Each Lot Owner who is in arrears regarding Assessments levied by the Board of Directors assigns to the Association the right to receive rentals suflicient to satisfy the arrearage.

15. ASSESSMENT OF FINES

    1. General. The violation by a Lot Owner, occupant or guest of any provisions of the Covenants & Restrictions or Bylaws including any duly adopted rules and regulations shall be grounds for assessment by the Association, acting through its duly constituted Board of Directors, or monetary fines against the involved Lot Owner. Such Lot Owner shall be deemed responsible for such violations whether they occur as a result of his or her personal actions or the actions of family, guests, tenants or invitees. Each day of a violation shall be a separate violation provided that notice of each separate violation is given in accordance with Section 2 of this Article.
    2. Procedures. Upon any such violation being alleged by the Board, the following procedures will be followed:
       1. Notice. Notice of the violation, including a description of the factual nature of the alleged offense shall be sent first class mail, postage prepaid, or personally delivered to the representative of said Lot Owner at the address as shown in the notice required to be filed with the Association.
       2. Opportunity to Defend. A Lot Owner shall have an opportunity to appear before the Board and offer evidence in defense of the alleged violation. The appearance before the Board shall be at its next scheduled meeting but in no event shall the Lot Owner be required to appear less than 10 days from the date of the notice.
       3. Default. Failure to respond to the notice of violation constitutes a default.
       4. Hearing and Decision. Upon the presentation of evidence of defense, or, in the event of the Lot Owner’s default, the Board shall, by majority vote of a quorum of the Board, decide whether a violation has occurred. The Board’s decision is final.
    3. Amounts. Upon a finding of a violation, the following fines shall be levied:
       1. First Violation. A fine not more than One Hundred ($100.00) Dollars.
       2. Second Violation. A fine not more than Two Hundred Fifty ($250.00) Dollars.
       3. Third Violation. A fine not more than Five Hundred ($500.00) Dollars.
       4. Fourth Violation and Subsequent Violations. A fine in an amount determined by the Board of Directors.
    4. Collection. The fines levied pursuant to Section 3 above shall be assessed against the Lot Owner and shall be due and payable within 10 days. Failure to pay the fine will subject the Lot Owner to all remedies of the Association including those described in Article XI and Article XIII of these Bylaws.
    5. Actions at Law and Equity. Nothing in this Article prevents the Developer or the Association from seeking relief by an action at law or in equity.

16. AMENDMENTS

    1. Amendments may be made by the Developer without the consent of Lot Owners or mortgagees during the Development Period and by the Lot Owners thereafter, provided the amendment does not unreasonably alter the rights of Lot Owners or mortgagees.
    2. The Developer may in its sole discretion, turnover to the Association, in whole or in part, rights and powers reserved to the Developer in these Bylaws. Turnover shall be memorialized in an amendment to these Bylaws.
    3. Any amendment to these Bylaws shall become effective upon adoption of the same and recording with the Register of Deeds.
    4. A copy of the each amendment to these Bylaws shall be furnished to every member of the Association after adoption.
    5. No provision of these Bylaws may be amended in manner to be inconsistent with or in conflict with the Planned Unit Development approval by Grand Haven Charter Township or the terms of approval by the Ottawa County Drain Commissioner or Ottawa County Health Department without the written approval of the agency.

EXHIBIT B
MINIMUM OPENINGS AND ELEVATIONS

Minimum Building Opening and Minimum Basement Floor Elevations

EXHIBIT C
BLOCK GRADING PLAN