bylaws

Coventry Gardens Improvement Association Bylaws (2005)

Article 1: Name and Boundaries

1The Name of this neighborhood association shall be the Coventry Gardens Improvement Association (CGIA).  2The Coventry Gardens neighborhood is defined as Coventry Gardens and Coventry Woods, both subdivisions of Section 16, Town 1 South, Range 9 East, Livonia Township, Wayne County, Michigan.  3This is generally described as the area in Livonia, Michigan beginning east of Ashurst and progressing east to Farmington Road.  4The southern border is Five Mile Road.  5The neighborhood extends north via Southampton and Southampton Court.  6The northeast section includes Hampshire (north).  7Three properties off of Farmington Road (15971, 15959 and 15941) are included.  8The neighborhood includes only residential property and CGIA’s common property, Coventry Park (originally known as Shoreham Park).

Article 2: Purpose

The purposes of this association shall be:

  to maintain and enhance Coventry Park

  to provide a formal organization through which association members can promote interest and pride of the neighborhood

  to provide opportunities for social interaction

Article 3: Membership, Dues and Voting Rights

  1. 1Voluntary membership as described herein shall be limited to dues-paying adults (18 years or older) owning real estate in the Coventry Gardens neighborhood. 2CGIA members, officers, directors and committee members shall be selected/accepted entirely on a nondiscriminatory basis with respect to age, sex, race, religion or national origin. 
  1. 1Yearly CGIA membership shall be granted upon the payment of dues and/or assessments on or before the required deadline. 2Membership shall be kept effective for the calendar year unless revoked by a majority vote of the members in attendance due to conduct that is fraudulent, criminal, contrary to the purposes of the CGIA, may bring public disgrace upon the CGIA or reflect unfavorably upon the CGIA or its members as individuals.  3Members shall abide by these bylaws.  4“Owners,” either natural or corporate, for the purposes of these bylaws, shall include sole owners, joint tenants, tenants by the entireties, lessees, tenants in common and land contract purchasers.  5Whenever a member ceases to be an owner of property in the Coventry Gardens neighborhood, his, her or its membership in the CGIA shall terminate at that time. 
  1. 1An “owner” or any number of “owners” shall be admitted to one membership.  2Each separate membership shall be entitled to one vote.  3Proxies shall be allowed only when presented in writing and notarized. 
  1. 1All members of the CGIA shall pay dues to the CGIA the sum set at the annual meeting of the members.  2The Board of Directors shall propose the dues amount based on history, projected spending and long-term sound financial judgment.  3The Board of Directors may suggest a tiered dues structure to maximize revenue and offer seniors (65 years) and older a discount.  4Within 30 days of the first meeting of the new Board of Directors, the Vice-President shall communicate notice of the amount of dues and request payments of each and every residence in the neighborhood.  5Said dues shall be payable within 30 days of such notice, but no later than April 1 and the membership shall be set at this date.  6Unpaid dues from previous years shall not be required for current membership. 
  1. 1Membership resignations shall be made in writing and given to the Vice-President who shall present them at the next meeting of the Board of Directors.

Article 4: Meetings

  1. 1The annual meeting of the CGIA shall be held in September or October of each year and communicated to the membership not less than ten or no more than sixty days before the chosen date.  2During this meeting the following business shall be conducted:

  Election of Board of Directors

  Budget Approval

·       The Board of Directors (Treasurer) shall present a proposed budget for the coming fiscal year, October 1 to September 30 to include:

  All fixed and regular expenses (including a reserve and insurance)

  All necessary unusual expenses

  All proposed improvement costs

  Changes in Dues or Fees

  Changes in By-Laws or Articles of Incorporation

  1. 1Special meetings of the CGIA may be called any time by the President, a majority of the Board of Directors or shall be called upon written request of at least ten percent of the voting memberships.  2The Secretary shall give at least three days written notice of the time, date and place of a special meeting, and the purpose thereof, by mailing, conveying or otherwise delivering such notice to the membership addresses shown on the CGIA records.  3Ten members shall constitute a quorum for the transaction of business.  4If less than ten voting members are present, action decided upon by the members in attendance shall be ratified at the next subsequent meeting when ten members are present.  5All questions at any meeting shall follow a motion for or against, a second motion and a vote with the decision being decided by a simple majority.  6When deemed necessary, Robert’s Rules of Order may be followed for meeting business.  7Any unscheduled business conducted at a regular or special meeting of the CGIA may be ratified at the following regular or special meeting of the CGIA. 

Article 5: Board of Directors and Officers

  1. 1The Board of Directors shall consist of a minimum of six and no more than fifteen members elected by the greatest number of votes.  2Each director shall be elected to serve for a term of two years thereafter.  3Any vacancy on the Board, which would cause the number of Board Members to drop below six, shall be filled by the majority vote of the members present at the next regular or special meeting called for that purpose.  4If the vacancy is not filled within 60 days, it shall be filled by a majority vote of the Board of Directors.  5Elections shall be by a plurality vote with each membership entitled to cast as many votes as vacancies to be filled.  6Any member of the Board of Directors may be expelled from office, with or without reason, by two-thirds (2/3) vote of the members present at any regular or special meeting of the members called for that purpose.
  1. 1No contract shall be entered into or obligation incurred by any officer or member of the CGIA without authority of the Board of Directors.  2It shall be the duty of the Board of Directors to care for the property and interests of the CGIA and to determine policies for the CGIA for the conduct of its affairs, consistent with recommendations the Board may receive from time to time from the members.  3The Board shall have the power to raise and expend funds to fulfill the purpose of the CGIA as it may deem proper and advisable.  4More than 50% of the Board of Directors shall be present to constitute a quorum to transact business at meetings of the Board of Directors.  5If business is transacted when more than 50% of the Board of Directors is not in attendance, it shall be ratified at any subsequent meeting when attendance is more than 50%. 
  1. No Director of the CGIA shall be personally liable to the CGIA or its members for monetary damages for breach of his or her fiduciary duty as a Director except for liability arising from:

·  Any breach of the Director’s duty of loyalty to the CGIA or its members

·  Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law

·  Violation of Section 551(1) of the Michigan Non-Profit Corporation Act

·  Any transaction from which the Director derived an improper personal benefit

·  A grossly negligent act or omission

  1. The CGIA further assumes liability for all acts or omissions of a Director or other volunteer if:

·     the volunteer was acting or reasonably believed he or she was acting within the scope of authority

·     the volunteer was acting in good faith

·     the volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct

·     the volunteer’s conduct was not an intentional tort

·     the volunteer’s conduct was not a tort arising out of the ownership, maintenance or use of a motor vehicle for which tort liability may be imposed as provided in Section 3135 of the Insurance Code of 1956, Act No. 218 of Michigan Public Acts of 1956.

  1. 1The CGIA shall indemnify any Director or non-director volunteer who was, is or threatened to be made a party to any suit or proceeding that is:

·     threatened, pending or completed

·     civil or criminal

·     administrative or investigative

·     formal or informal

·     not an action by or in the right of the CGIA.

2This indemnification includes all expenses, including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding 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 CGIA and its members

·   the person had no reasonable cause to believe the conduct was unlawful. 

3If any claim for indemnification hereunder based upon a settlement by Director or non-director volunteer seeking such indemnification, the indemnification herein shall apply only if the Board of Directors (with any Director seeking indemnification abstaining) approves such settlement and indemnification as being in the best interest of the CGIA.  4The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement or expenses may be entitled under the Articles of Incorporation, the Bylaws, contractual agreement or otherwise by law, and shall continue as to a person who has ceased to be a Director or non-director volunteer of the CGIA and shall inure to the benefit of the heirs, executors and administrators of such person.  5The Board of Directors shall notify all members at least ten days prior to the payment of any approved indemnification.

  1. 1The Board of Directors shall meet at intervals required to conduct business of the CGIA as deemed by the President and shall meet once within 30 days after the annual election of CGIA officers.  2At a minimum, the Board of Directors shall meet once each quarter.  3Special Board of Director meetings shall be held whenever called by the President, the Vice-President or two members of the Board.  4The Secretary shall give at least one day’s notice of such meetings to each member of the Board.  5The new Board of Directors shall take office upon the start of the subsequent meeting after the annual election.
  1. The Board of Directors shall elect annually from its membership, a President, a Vice-President, a Secretary and a Treasurer, who shall hold office for a term of one year from and after the annual meeting of membership (but who may be re-elected for successive terms of one year) or until their successors in office are elected.
  1. 1The President:

  shall be the Executive Officer of the CGIA and shall preside at all meetings thereof

  shall appoint, and be an ex-officio member of all standing and special committees

  is authorized jointly with the CGIA Secretary or Treasurer to transact and record business of the CGIA, and to countersign all checks or withdrawals from the CGIA bank account(s).

2It shall be the President’s duty to carry out the will and/or instructions of the Board of Directors and/or the CGIA as expressed at their respective meetings, and in general, to conduct the affairs of the CGIA in a manner consistent with the authority and responsibility pertaining to office.  3The President shall serve only two consecutive one year terms.  4Only directors who have served at least one year on the Board of Directors previously shall be eligible for election for President.  5The Retiring President shall be an ex-officio director for the year following the end of term as President unless otherwise re-elected to the Board as a regular director.

  1. 1The Vice-President shall, in the absence of the President, discharge the duties and responsibilities of the President.  2The first order of business of the Vice-President shall be to communicate the dues amount to the residents of the neighborhood.  3The Vice-President shall ensure a list of the current membership listed by address, member name and dues/fees/assessments paid is kept current.  4The list shall be available at all meetings to verify voting rights and shall not be circulated outside of the Board of Directors.  5The Vice-President shall ensure a directory of current residents listed by address and last name is published at least every two years.
  1. 1The Secretary shall give notice of all meetings of the Board of Directors and the CGIA, attend all such meetings, and keep a true and accurate record of their proceedings.  2The Secretary shall file the annual corporation update with the State of Michigan and act as the Resident Agent of the corporation.
  1. 1The Treasurer shall keep an account of all monies received by and expended for the use of the CGIA.  2When the Treasurer’s term of office expires, the Treasurer shall deliver to the newly elected successor or President, all monies, books, papers and other property of the CGIA.  3Any other officer of the CGIA may be authorized by the Board of Directors to perform such duties of the Treasurer, as may become necessary during the Treasurer’s absence.  4All papers, books and other property of value belonging to the CGIA and/or the members thereof, in the custody of the Treasurer, shall be kept in a safe place.  5The Treasurer shall submit for approval a written financial statement to the Board at each Board of Directors meeting and the annual membership meeting thereof.  6The Treasurer shall give bond to the CGIA, in such sum as the Board of Directors shall deem advisable, if required by discretion of the Board, and the cost of such bond shall be paid out of the funds of the CGIA. 
  1. 1All monies of the CGIA shall be paid out of the funds of the CGIA.  2The Treasurer’s accounts shall be reviewed by a competent financial inspector every 3-5 years.  3Disbursements shall be made only upon the signature of any two directors, providing at least one is the President, Treasurer or Secretary.  4All officers and directors shall serve without compensation and may resign at any time by delivering a letter of resignation to the President.  5Board of Directors may provide from CGIA funds for necessary incidental expenses with written approval by the Board, as may be properly incurred by such directors in the transaction of CGIA business.

Article 6: Committees

1The Board shall appoint special committee chairs as are not otherwise provided for herein.  2Said chairs shall select and appoint such members as required to accomplish the committee duties.  3Committees shall include at least one director.  4The President shall appoint a director to chair the following standing committees:

  Park Improvement and Maintenance Committee

  Social Activities Committee

  Newsletter (The Flash) and Publicity Committee

5Appointed chairs shall govern over said committee from the annual meeting until the subsequent annual meeting or if replaced by the President.  6Committees shall research, plan, procure estimates, make recommendations and report progress at meetings of the Board of Directors. 

Article 7: Records and Communication

1Records, agendas and minutes of business conducted at meetings shall be kept by the Secretary or President in a safe location.  2When the Secretary’s term of office expires, the Secretary shall deliver to the newly elected successor or President, all records, agendas and minutes of business conducted at meetings.  3Written, mailed notice shall be acceptable for CGIA business communication if delivered to members when in compliance to noted time limitations.

Article 8: Bylaws and Amendments

Changes in Articles of Incorporation or these Bylaws shall be made by a two thirds majority vote of the members present at a meeting properly called for that purpose.