By-Laws, As Amended in 1992

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ARTICLE I: NAME

The name of this Corporation is Canterbury Commons Association, Inc., herein called the "Association".

ARTICLE II: PURPOSES

The purpose or purposes for which the Association is formed are as follows:

  1. To exercise all the powers of the Lot Owners Association as described and set forth in the various declarations of restrictions applicable to the Association described in Section 1 of Article III hereof.

  2. To supervise and maintain the parks described as Outlots A, B, C and D of Canterbury Commons Subdivision No. 1, Section 3, Town 1 North, Range 9 East, Farmington Township, Oakland County, Michigan, in accordance with the Restrictions Agreement between the Township of Farmington and Home Land Suburban Company, a Michigan corporation, dated September 17, 1964, and recorded in Liber 4627 at Page 366 of the Oakland County Records.

  3. To promote the welfare of its members by maintaining and beautifying the several subdivisions in which its members are located, by enforcing building and use restrictions, by representing its members before governmental boards or bodies, by promoting social and recreational activities and by engaging in such other activities as are incidental thereto and not forbidden by the laws of the State of Michigan and with all the powers conferred upon corporations by the laws of the State of Michigan. back to top

ARTICLE III: MEMBERSHIP

Section 1. Definition of Membership

The owners of lots in Canterbury Commons No. 1 Subdivision, Canterbury Commons No.2 Subdivision and lots 626 to 742 inclusive, 753 to 832 inclusive, 849 to 928 inclusive, and the North 30 feet of lots 752, 833, 848 and 929 of Oaklands Subdivision, all located in Section 3, Farmington Township, Oakland County, Michigan, shall be the members of the Association.

Section 2. Land Contract Vendees

Where any of said lots have been sold to executory land contract, the land contract vendees thereof shall be considered to be the owners and members of the Association.

Section 3. Voting Rights of Membership.

Each lot in Canterbury Commons No. I Subdivision and Canterbury Commons No. 2 Subdivision shall be a single membership and the owners thereof shall be entitled to two (2) votes in the various meetings of the Association. Each homesite (being two or more platted lots) located in Oaklands Subdivision shall be considered to be one (1) membership ‘in the Association and the owners thereof shall be entitled to two (2) votes at the meetings of the Association.

Section 4. Nominating Committee

At least forty­five (45) days prior to each annual meeting, the President shall appoint a Nominating Committee, of not fewer than three (3) members. It shall be the duty of the Nominating Committee to submit for nomination candidates for each vacancy, including any unexpired vacancy, for which elections are being held. Section 5. Elections: After the nominations of the Nominating Committee have been placed before the members, the President shall call for nominations from the floor. When nominations are closed, Tellers shall be appointed by the President, ballots shall be distributed, the vote shall be taken and tallied by the Tellers, and the results of the election announced. All elections shall be determined by plurality vote, and shall be by ballot except where there is only one nominee for the office. Section 6. Proxies: At all meetings of the members, a member in good standing may vote in person or by proxy, executed ‘in writing by the member or his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. All proxies shall be valid only for the meeting for which it is filed. back to top

ARTICLE IV: FINANCES

Section 1. Maintenance Fund

Each member shall pay to the Association the annual maintenance charge, which charge shall become due and payable annually in advance on the first (I st) day of January in each year beginning with January 1, 1966. All maintenance charges which shall remain due and unpaid on the first (I st) day of April of the year ‘in which said charges are due shall thereafter be subject to a Ten Dollar ($ 10. 00) late charge and a One Dollar ($ 1. 00) per month record’s maintenance fee until all amounts owning are paid. The annual maintenance charge shall be Twenty­five Dollars ($25.00) per member for the year commencing January 1, 1966, and may be adjusted from year to year after 1966 by the Association as the needs of the property may, in the judgment of its Board of Directors, require. In no event shall the charge be raised above One Hundred Dollars ($100.00) per member, with annual increments not to exceed Five Dollars ($5.00) except by the approval and consent in writing of fifty­one per cent (51%) of the members of the Association, which approval and consent shall make any additional maintenance charge binding upon all members of the Association, which approval and consent shall make any such additional maintenance charge binding upon all members of the Association. See amendement

The maintenance fund shall be used for such of the following purposes as the Board of Directors shall determine necessary and advisable: for improving and maintaining outlots A,B,C, and D of Canterbury Commons No. I Subdivision, and roadways and entrance ways of the Subdivisions included within the Association; for planting trees and shrubbery and the care thereof, for collecting and disposing of garbage, ashes and rubbish; for employing night watchman; for caring for vacant property; for removing grass or weeds; for constructing, maintaining or operating any community service or for doing any other things necessary or advisable in the opinion of the Board of Directors for keeping the property neat or in good order; for expenses incident to the examination of plans and to the enforcement of building restrictions, conditions, obligations, reservations, rights, powers and charges as applicable to said Subdivisions; for the expenses of operating the Association, ‘including postage, rental of meeting quarters, legal fees, filing and franchise fees and other expenses necessary or incidental to the operation of a corporation.

The annual maintenance charge shall be a lien and encumbrance on the land with respect to which the charges are made. A certificate in writing issued by the Treasurer of the Association shall be given on demand to any member liable for said charges setting forth the status of the charges. The Association shall have the power and right in its own name to take and prosecute all suits, legal, equitable or otherwise, which may, in the opinion of the Board of Directors, be necessary or advisable for the collection of such charges and to take such other steps as it deems expedient to impose said lien upon said land. back to top

Section 2. Special Assessments

Special assessments may be levied by the Board of Directors for the purposes of activities within the general powers of the Association. No special assessment shall be levied against the members of the Association without having the approval of at least two­thirds (2/3) of the members in person or by proxy at a regular meeting or at a special meeting of the Association called for that purpose. In no case shall special assessments exceed Fifty Dollars ($50) in any one fiscal year.

All special assessments which shall remain due but unpaid on the due date specified in the special assessment shall thereafter be subject to a Ten Dollar ($10.00) late charge and a One Dollar ($1.00) per month record’s maintenance fee until all amount owing are paid.

Section 3. Failure to Pay Fees or Assessments

Any member who shall be thirty (30) days or more in default in the payment of the annual maintenance charge or in the payment of any special assessment shall not be in good standing and shall not be entitled to vote at any meeting of the Association nor to hold office in the Association until all such delinquencies have been paid.

Section 4. Collection of Maintenance Fees, Assessments and Late Charges

In the event that any member shall fail to pay any annual maintenance fees or special assessments within 120 days after their due date, the Association may institute an action in a court of competent jurisdiction to recover, not only the overdue amount, but in addition any accrued late charges, recording fees, other assessments and all expenses of collection including filing fees, attorney’s expenses up to a maximum of Two Hundred Dollars ($200.00) and fees for service and process and the like.back to top

ARTICLE V: MEMBERS’ MEETINGS

Section 1. Annual Meeting

The annual meeting of the Association shall be held during the month of April in each year beginning with the year 1967 on such date and time and at such place as shall be determined by the Board of Directors and specified ‘in the notice thereof.

Section 2. Order of Business at Annual Meeting

The order of business at the annual meeting of the members shall be as follows: (a) Roll call (b) Reading of notice and proof of mailing (c) Reading of minutes of last preceding meeting (d) Report of President (e) Report of Secretary (f) Report of Treasurer (g) Election of Directors (h) Transaction of other business (1) Adjournment Provided that, in the absence of any objection, the presiding officer may vary the order of business at his discretion.

Section 3. Special Members’ Meeting

A special meeting of the members may be called at any time by the President or by a majority of the Board of Directors or upon the written request of twenty­five per cent (25%) of the members when submitted in writing to the Secretary.

Section 4. Notice of Meetings of Members

At least five (5) days prior to the date of any meeting, written notice of the time and place of such meetings shall be mailed by first class mail to each member entitled to vote at such meeting at his address shown on the records of the Association. The notice of a special meeting shall state the matters to be considered and no action may be taken on any matter not set forth in the notice of special meeting.

Section 5. Quorum

Twenty­five (25) voting memberships shall constitute a quorum for the transaction of business at any members’ meeting.back to top

ARTICLE VI: BOARD OF DIRECTORS

Section 1. Number and Terms of Directors

The business, property and affairs of the Association shall be managed by a Board of Directors composed of nine (9) persons. Six (6) Directors shall be elected at the 1970 annual meeting; three (3) Directors shall be elected for a three (3) year term and three (3) Directors shall be elected for a two (2) year term. Thereafter at each subsequent annual meeting, Directors shall be elected to fill the expiring places on the Board for three (3) year terms.

Section 2. Appointment by Rome and Land Suburban Company

In accordance with the restriction agreements applicable to the various Subdivisions under the jurisdiction of this Association, the Board of Directors shall be appointed by the Home Land Suburban Company, a Michigan corporation, until a minimum of ninety per cent (90%) of the lots *in said Subdivisions shall have been sold by the Home Land Suburban Company. Thereafter the Board of Directors shall be elected by the members of the Association.

Section 3. Vacancies

Vacancies on the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so appointed to fill a vacancy shall serve for the remainder of the term of the Director whom he replaced.

Section 4. Action by Unanimous Written Consent

If and when the Directors shall severally or collectively unanimously consent in writing to any action to be taken by the Association, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.

Section 5. Power to Elect Officers

The Board of Directors shall select a President, a Vice President, a Secretary and a Treasurer who shall be members of the Board of Directors. Officers shall hold office for the term of one (1) year or until their successors are elected and qualify.

Section 6. Power to Appoint Other Officers and Agents

The Board shall have the power to appoint such other officers and agents as the Board may deem necessary for the transaction of the business of the Association.

Section 7. Meetings of the Board of Directors

Regular meetings of the Board of Directors shall be held at such times and places as the majority of the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be called at any time by the President of Secretary or by a majority of the Board of Directors. Directors shall be notified in writing of the time, place and purpose of special meetings of the Board at least (3) days prior thereto. Any Director shall, however, be deemed to have waived such notice by his attendance at any meeting.

Section 8. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 9. Compensation

No director or officer shall receive any salary or compensation for his services to the Association unless otherwise specially ordered by the Board of Directors or by By­Law.

Section 10. Indemnification

Any person shall be indemnified and reimbursed by the Association for expenses reasonably incurred by him and liabilities imposed upon him in connection with or arising out of any action, suit or proceeding, civil or criminal, or threat thereof, ‘in which he may be involved by reason of his being or having been a director or officer of the Association: provided, however, that no person shall be so indemnified or reimbursed (a) in relation to any matter in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of breach of duty as a director, officer, or employee of the Association or (b) ‘in relation to any matter in such action, suit or proceeding, in addition, had no reasonable cause to believe to be in the best interests of the Association and, in a criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The determination whether the conduct of such person met the standard required in order to entitle him to

indemnification and reimbursement in relation to any matter described in (a) or (b) of the preceding sentence may be made by the Board of Directors of the Association or by a court of competent jurisdiction.back to top

ARTICLE VII: OFFICERS

Section 1. President

The President shall be the chief executive officer of the Association. He shall preside over all meetings of the Board and of the members. He shall have general and active supervision of the business of the Association subject, however, to the right of the Board of Directors to delegate any specific power except such as may be by statute exclusively conferred upon the President, to any other officer or Director of the Association. He shall be ex officio a member of all committees.

Section 2. Vice President

In case the office of President shall become vacant by death, resignation or otherwise, or ‘in case of the absence of the President or his disability to discharge the duties of his office, such duties shall for the time being, devolve upon the Vice President who shall do and perform such other acts as the Board of Directors may, from time to time, authorize him to do.

Section 3. Secretary

The Secretary shall attend all meetings of the members and of the Board of Directors and shall preserve in books of the Association true minutes of the proceedings of all such meetings. He shall give all notices required by statute, by­law or resolution. He shall perform such other duties as may be delegated to him by the Board of Directors.

Section 4. Treasurer

The Treasurer shall have custody of all corporate funds and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements. He shall deposit all moneys in the name of the Association in such depositories as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board of Directors at the regular meetings of the Board and at the annual meeting of the members an account of all his transactions as Treasurer and of the financial condition of the Association. The Board of Directors may require the Treasurer to give bond for the faithful performance of his duties.

Section 5. Audit

The Treasurer before entering upon his duties shall give a proper bond with good and sufficient surety, in amount and character to be determined by the Board of Directors, conditioned upon the faithful performance of his trust. The cost of such surety bond shall be paid for by the Association.

The Treasurer shall make or cause to be made an annual audit of the books and records, and an examination of the business and affairs of the Association for the year, by three (3) members of the Association who are not members of the Board of Directors, and a full report of said audit shall be made to the members at the annual meeting.back to top

ARTICLE VIII: Canterbury Commons Association Inc. Excerpts from Declaration of Restrictions

1. Uses of Property

(a) Lots shall be used for providing residence purposes only and no building of any kind whatsoever shall be erected, re­erected, moved or maintained except private dwellings. Such dwellings shall be designed and erected for occupation by, and occupied by, only one single­family. A private attached garage or attached car­port for the sole use of the owner or occupant may be provided… (c) House trailers, boats or boat trailers or commercial vehicles (except while making normal deliveries) shall not be stored or parked on any lot except within a private attached garage or carport."

2. Character and Size of Building

(a) No building or other structure shall be commenced, erected or maintained, nor shall any addition to or change or alteration to any structure be made except interior alterations, until the plans and specifications, prepared by a competent architect showing the nature, kind, shape, height and materials, color scheme, location on lots and approximate cost of such structure and the grading plan of the lot to be built upon, shall have been submitted to and approved ‘in writing by the Grantor and a copy of said plans and specifications as finally approved lodged permanently with said Grantor.

(b) Fences, garden walls and similar devices may be constructed or erected only after and specifications of such proposed fence, wall or other device shall have first been submitted in writing to the Grantor and approved by it. In any event, no fence, other than an ornamental fence not exceeding three feet ‘in height shall extend on either side of the lot toward the front of the lot farther than the rear line of the house.

(c) The Grantor shall have the right to refuse to approve any such plans or specifications or grading plan, which are not suitable or desirable in its opinion for aesthetic or other reasons; and in so passing upon such plans specifications and grading, it shall have the right to take into consideration the suitability of the proposed building or other structure to be built to the site upon which it is proposed to erect the same, and the harmony as planned in view of the outlook from the adjacent or neighboring properties. It is understood and agreed that the purpose of this paragraph is to cause the platted lands to develop into a beautiful harmonious private residence section, and if a disagreement on the points set forth in this paragraph should arise, the decision of the Grantor shall control.

(d) However, in the event the Grantor shall have failed to approve or disapprove such plans and location within thirty days after the same shall have been delivered to the Grantor, then such approval will not be required provided the plans and location on the lots conform to, or are in harmony with existing structures in the subdivision, these restrictions, and any zoning law applicable thereto.

(e) In any case, with or without the approval of the Grantor, no dwelling shall be permitted on any lot in the subdivision unless in the case of a one­story building the ground floor living area shall not be less than 1000 square feet; ‘in the case of a one and a half story building the ground floor living area shall not be less than 800 square feet; in the case of a multi-level building the first and second level living area shall not be less than 800 square feet; in the case of a two­story building the ground floor area shall not be less than 700 square feet. All garages and/or car­ports when constructed, must be attached to the dwelling, either directly or by use of a covered breezeway, and shall not be included ‘in computing square footage.

4. Animals

No chicken, other foul, horses or livestock shall be kept or harbored on any of the said lots. No animals shall be kept or maintained on any lot except being household pets for use by the owner and members of his family. No animals shall be kept on the premises for any commercial purpose. Household pets shall have such care as not to be objectionable or offensive on account of noise, odor or unsanitary conditions. Animals may be declared nuisances by Grantor and must be disposed of within 30 days if so requested in writing by the Grantor or its authorized representatives."

5. Signs

No sign or billboard shall be placed or maintained on any lot except one sign advertising the lot or house and lot for sale or lease, and having not more than three square feet of surface and the top of which shall be three feet or less above the ground; provided, however, such other signs may be erected and maintained on lots as are permitted *in writing by the Grantor."

7. Refuse

No refuse pile or other unsightly or objectionable materials shall be allowed on any of said lots unless the same shall be properly concealed. Refuse, ashes, building materials, garbage and debris of any kind shall be cared for in such a manor as not to be offensive to neighboring property owners. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood."back to top

ARTICLE IX: INDEMNIFICATION OF LIABILITY FOR OFFICERS & DIRECTORS

The association shall assume liability for and limit liability of Officers and Directors of the Association to the limits of liability set by the provisions of Public Act 170 of the Michigan Public Acts 1987. A resolution to amend the Articles of Incorporation to adopt the provisions of this act was passed by a vote of the membership at the 1989 Annual Membership Meeting. The amendment has been filed with the Michigan Department of Commerce.

AMENDMENTS

These bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular of special meeting of the members if notice of the proposed amendment, alteration, change, addition or repeal be contained in the notice of the meeting; provided, however, that no amendments may be made to these By­Laws which would contradict, restrict, or otherwise conflict with any of the restrictions recorded for the Subdivisions included within the jurisdiction of this Association.

AMENDMENT I

Article IV Section 1, paragraph I has been amended as follows: each member shall pay to the Association the annual maintenance charge, which charge shall become due and payable annually in advance on the first (I st) day of March in each year beginning with March 1, 1993. All maintenance charges shall remain due and unpaid on the first (1st) day of April of the year in which said charges are due shall thereafter be subject to a ten dollar ($10.00) late charge and a one dollar ($1.00) per month record’s maintenance fee until all amounts owing are paid.back to top