Coventry Gardens Improvement Association Bylaws (2021)

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‚Äôs 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 and the neighborhood, as appropriate

* 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. 

2. 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‚ÄúOwners,‚Äù 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. 

3. ¹An ‚Äúowner‚Äù or any number of ‚Äúowners‚Äù 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. 

4. 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 as soon as possible of such notice, but no later than the close of the fiscal year. The membership shall be set based on either the current years membership roll or the previous.  ⁶Unpaid dues from previous years shall not be required for current membership. 

5. 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:

‚Ä¢  Election of Board of Directors

‚Ä¢  Budget Approval

·The Board of Directors (Treasurer) shall present a proposed budget for the coming fiscal year, January 1 to December 31 to include:

‚Ä¢  All fixed and regular expenses (including a reserve and insurance)

‚Ä¢  All necessary unusual expenses

‚Ä¢  All proposed improvement costs

‚Ä¢  Changes in Dues or Fees

‚Ä¢  Changes in By-Laws or Articles of Incorporation

2. ¹Special Meetings
   • Special 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‚Äôs 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. 

 

3. Meetings of the Board of Directors
   • 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‚Äôs 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.

 

¬∑           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%. 

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.

2. 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.  

3. 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

4. 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.

5. 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‚Äô 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.

7. 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.

8. ¹The President:

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

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

‚Ä¢  is authorized jointly with the CGIA Secretary or Treasurer to transact and record business of the CGIA.

²It shall be the President‚Äôs 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.    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.

9. 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 or designated Membership Director 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 updated via the CGIA website.

10. 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 or alternative board member shall file the annual corporation update with the State of Michigan and act as the Resident Agent of the corporation.

11. ¹The Treasurer shall keep an account of all monies received by and expended for the use of the CGIA.  ²When the Treasurer‚Äôs 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‚Äôs 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.  

12. ¹All monies of the CGIA shall be paid out of the funds of the CGIA.  ²The Treasurer‚Äôs accounts may 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:

‚Ä¢  Park Improvement and Maintenance Committee

‚Ä¢  Social Activities Committee

‚Ä¢  Newsletter (The Flash) and Publicity Committee

‚Ä¢  Social Media 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‚Äôs 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.

 

Any votes by the board of directors outside (text, email, impromptu) of Board of Director Meetings shall be recorded at the next Board of Directors Meeting and saved in a safe location.

 

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.