BYLAWS OF WATKINS LAKEFRONT OWNERS ASSOCIATION

ARTICLE I
Name

Section 1.  Name.  The name of the nonprofit corporation is WATKINS LAKEFRONT OWNERS ASSOCIATION, hereinafter referred to as the “Association”.

ARTICLE II
Offices

Section 1.  Registered Office.  The Association shall have and continuously maintain a registered office located in Waterford Township, Oakland County, Michigan.  The Association may, by resolution of the Board of Directors, change the location to any other place in Michigan.

ARTICLE III
Purposes and Objectives

The purposes and objectives of the Association are as follows:

Section 1.  To assist in the development and maintenance of a community designed for safe, healthful, and harmonious living for the owners and residents of riparian properties on Watkins Lake located in Waterford Township, Oakland County, Michigan (hereinafter referred to as the “Community”);

Section 2.  To promote the collective and individual property rights and civic interests of all persons owning property in the Community.

Section 3.  To aid in the formation and enforcement of statutes, ordinances, and regulations promulgated to enhance water safety.

Section 4.  To generally support the maintenance of the water quality of Watkins Lake, including but not limited to, the conservation and preservation of the water supply in the watershed through research and evaluation of hydrological data, now and for future generations.

Section 5.  To aid and cooperate with the members of the Association and all property owners in the Community in achieving common goals through enforcement of the rules, regulations, ordinances, statutes, laws, and restrictions on their property as are now in existence and subsequently promulgated, and to counsel with government officials in relation to any matter that may affect property in the Community.

Section 6.  To encourage the owners of all vacant and unimproved lots now, existing, or that hereafter shall exist in the Community to keep them in good order and condition, thereby preventing such lots from becoming a nuisance and a detriment to the Community.

Section 7.  To engage in activities intended to reduce the detrimental effects of the presence of weeds in Watkins Lake, which includes the harvesting of weeds by mechanical devices owned or operated by the Association or others.

Section 8.  To acquire, own, lease, or generally exercise dominion or control over such real and personal property as may be necessary, convenient, or desirable for the transaction of Association business, and for the fulfillment of its purposes and objectives.

Section 9.  To arrange social and recreational functions for Association members, as desired, including the establishment and maintenance of a private park for the use and enjoyment of Association members and their guests in accordance with rules and regulations adopted by the Association from time to time.

Section 10.  To exercise any and all powers that are granted to the Association by applicable law or that may be delegated to it from time to time by the members of the Association.

Section 11.  To generally do any and all things necessary, convenient or desirable to promote the general welfare and the property interests of the members of the Association.

ARTICLE IV
Membership

Section 1.  Membership.  Only fee owners, land contract purchasers or lessees of those riparian lots on Watkins Lake which are designated as separate parcels for real estate taxation purposes (“Riparian Lots”) shall be eligible to be members of the Association; Only one person may be a member of the Association for each separate Riparian Lot.

Section 2.  Membership Responsibilities.  Members shall be bound by the Articles of Incorporation, these Bylaws and any subsequent amendments thereto, and the policies, roles, and regulations at any time adopted by the Association in accordance with these Bylaws.

ARTICLE V
Meetings of Members: Voting

Section 1.  Place Of Meetings.  Meetings of the members of the Association shall be held at the resident office of the Association, or at other such suitable place in the State of Michigan convenient to the members as may be designated by the Board of Directors.  Meetings shall be conducted in accordance with Sturgis’ Code of Parliamentary Procedures, Robert’s Rules of Order, or some other generally recognized manual of parliamentary procedure, when not otherwise in conflict with these Bylaws or the laws of the State of Michigan.

Section 2.  Annual Meetings.  Annual meetings of the members of the Association shall be held in January of each year, at such time and place as shall be determined by the Board of Directors. At such meetings, there shall be elected a Board of Directors by ballot of the members, in accordance with the requirements of these Bylaws.  The members may also transact such other business at the annual meeting of the Association as may properly come before them.

Section 3.  Special Meetings.  The President may call a special meeting of the members at any time. It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors, or upon a petition signed by one-third of all members of the Association entitled to vote.  Notice of any special meeting shall state the time and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 4.  Notice of Meetings.  It shall be the duty of the Secretary (or other Association Officer in the Secretary’s absence) to serve a notice of each annual or special meeting, stating the purpose thereof as well as of the time and place where it is to be held, upon the individual representative of each member, at least 10 days but not more than 60 days prior to such meeting.  Personal service, mailing (postage prepaid), or e-mail of a notice to the individual representative of each member, at the address registered with the Association, shall be deemed notice served.  Any member may, by written waiver of notice signed by such member, waive such notice and, when filed in the records of the Association, shall be deemed due notice.

Section 5.  Action Without Meeting.  Any action which may be taken at a meeting of the members (except for the election or removal of Directors) may be taken without a meeting by written ballot of the members.  The ballots shall specify: (a) the number of responses needed to meet the quorum requirements; (b) the percentage of approvals necessary to approve the action; and (c) the time by which ballots must be received in order to be counted.  The form of written ballots shall clearly state the issue presented, and shall afford an opportunity to specify a choice between approval or disapproval of each matter.  Approval by written ballot shall constitute action by the members of the Association if within the time period specified in the ballot, the affirmative vote of that number of members is received which equals or exceeds the number needed for a quorum and for the adoption of the action if taken at a meeting of the members.

Section 6.  Designation of Voting Representative.  Each member shall file a written notice with the Association designating the individual representative who shall vote at meetings of the Association and receive all notices and other communications on behalf of such member.  Such notice shall state the name and address of the individual representative designated, give the legal description and common address (if any) of each property owned, and the name and address of each person, firm, corporation, partnership, association, trust, or other entity who is the owner.  Such notice shall be signed and dated by the owner.  The individual representative designated may be changed by the owner at any time by filing a new notice in the manner provided above.

Section 7.  Eligibility to Vote.  No person shall be entitled to vote at any meeting of the Association until he or she has presented evidence of membership in the Association.  An owner in default in payment of any assessments, or in default of any other provision of these Bylaws, shall not be entitled to vote at any meeting of the Association for as long as such default continues. This remedy shall be in addition to any other remedies available to the Association under these Bylaws or applicable law.

Section 8.  Voting.  A member shall be entitled to one vote, regardless of the number of Riparian Lots owned by the member. Votes may be cast only in person or by a proxy duly signed by the designated voting representative. Proxies and any written votes must be filed with the Secretary of the Association at or before the appointed time of each meeting of the members of the Association.  Cumulative voting shall not be permitted and, except as specifically provided herein, a resolution shall pass if it receives a majority of the votes cast.

Section 9.  Quorum.  A quorum at a meeting of the members of the Association shall consist of ten percent (10%) of the members eligible to vote at the meeting.  The withdrawal of any member, attending in person or by proxy, after the commencement of the meeting, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.  This Section applies in determining the presence of a quorum for the transaction of business that requires member approval.

Section 10.  Adjournment.  Whether or not a quorum is present, a meeting of the members of the Association may be adjourned by a majority vote of the members present.  When a meeting is adjourned to another time or place, it is not necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  The adjourned meeting may consider only such business as had been originally scheduled.  However, if after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a new agenda and a written notice of the adjourned meeting shall be personally delivered, e-mailed or postage mailed to each member of record.

ARTICLE VI
Board of Directors

Section 1.  Duties and Powers.  The Board of Directors (Board) shall be responsible for the control and management of the affairs, property and interests of the Association, and shall have all powers and may do all acts and things consistent with the purposes of the Association not otherwise prohibited by the Articles of Incorporation, these Bylaws, or any applicable law or regulation.  All Directors shall be members in good standing of the Association.

Section 2.  Number.  The number of Directors constituting the whole Board of Directors shall be twenty-two (22). All Directors shall serve without compensation for their service as Directors.

Section 3.  Election of Directors.  The Directors shall be elected by the members in the following manner:

(a)  Each member whose Riparian Lot is located on Claudia and South Shore to Whitney (“Area 1”) shall have one vote to elect two (2) Directors in Area 1.

(b)  Each member whose Riparian Lot is located on South Shore from Whitney to and including 4240 South Shore (“Area 2”) shall have one vote to elect two (2) Directors in Area 2.

(c)  Each member whose Riparian Lot is located on South Shore from and including 4230 South Shore to Eason (“Area 3”) shall have one vote to elect two (2) Directors in Area 3.

(d)  Each member whose Riparian Lot is located on Eason and South Shore to Lark (“Area 4”) shall have one vote to elect two (2) Directors in Area 4.

(e)  Each member whose Riparian Lot is located on the Island and not included in Area 4 (“Area 5”) shall have one vote to elect two (2) Directors in Area 5.

(f)  Each member whose Riparian Lot is located on Covert from Eason to Watkins Lake Road (“Area 6”)shall have one vote to elect two (2) Directors in Area 6.

(g)  Each member whose Riparian Lot is located on Watkins Lake Road (“Area 7”) shall have one vote to elect two (2) Directors in Area 7.

(h)  Each member whose Riparian Lot is located on Lakewood from Watkins Lake Road to and including 3969 Lakewood (“Area 8”) shall have one vote to elect two (2) Directors in Area 8.

(i)  Each member whose Riparian Lot is located on Lakewood from and including 3977 Lakewood to the end of Lakewood (“Area 9”) shall have one vote to elect two (2) Directors in Area 9.

(j)  Each member whose Riparian Lot is located on Forest Drive Point to Horseshoe (“Area 10”) shall have one vote to elect two (2) Director in Area 10.

(k)  Each member whose Riparian Lot is located on Forest Drive from Horseshoe and Canal (“Area 11”)shall have one vote to elect two (2) Directors in Area 11.

Section 4.  Term of Office.  A Director shall hold office for the term elected and until a successor is elected and qualified, or until the Director resigns or is removed.  At each annual meeting of members, the members who own Riparian Lots in each Area shall elect the Directors for their Area.  The persons so elected shall hold office until the succeeding annual meeting, at which time the members shall again so elect Directors.

Section 5.  Regular Meetings.  A regular meeting of the Board shall be held at least annually in January, or otherwise as agreed upon by the Board, provided that notice has been given pursuant to these Bylaws.  The business and purpose of a regular meeting need not be specified in the notice of the meeting, and any business may be undertaken at a regular meeting of the Board.  The first meeting of each newly elected Board shall be held without notice immediately after the annual meeting of the members for the purpose of the organization of the Board, the election of officers, and the transaction of such other business as may properly come before the meeting.

Section 6.  Special Meetings.  Special meetings of the Board may be called by the President, and shall be called by the Secretary upon written request by a majority of the Directors.  A written, e-mail or telephonic notice of the time and place of such meeting shall be given to the Board members at least 24 hours prior to the meeting. The business to be transacted and the purpose of the special meeting shall be specified in the notice of the meeting, and no other business shall be undertaken without majority Board approval at such meeting.

Section 7.  Resignation.  A Director may resign by written notice to the Association.  The resignation shall be effective upon its receipt by the Association or such other time as is set forth in the notice of resignation.

Section 8.  Removal.  A Director may be removed, with or without cause, by vote of a majority of the members entitled to vote at an election of the Directors who own Riparian Lots located in the area represented by the removed Director.

Section 9.  Waiver of Notice.  Before or after any meeting of the Board of Directors, any Director may in writing waive notice of such meeting, and such waivers shall be deemed equivalent to the giving of such notice.  Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by him/her of the time, place and purpose thereof, unless attendance is for the express purpose of objecting to such meeting.  If all the Directors are present at a meeting of the Board, no written, e-mail, or telephonic notice shall be required.

Section 10.  Place of Meeting.  Meetings of Directors shall be held at a suitable place convenient to the Directors and as may be designated by the President, or Vice President in the President’s absence, within the State of Michigan. Any officer of the Association shall, at the invitation of a majority of the Board, be entitled to attend all or part of any meeting of the Board of Directors as the Directors may determine and may address the Board subject to such reasonable limitations as the President, as the presiding officer, may impose.

Section 11.  Quorum.  At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at such meeting shall be the acts of the Board of Directors.  If at any meeting of the Directors less than a quorum is present, the majority of those present may adjourn the meeting to a subsequent time upon twenty-four hours prior written, e-mail, or telephonic notice given to all Directors not present.  At any such adjourned meeting, if a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Section 12.  Consent of Directors Without Board Meeting.  Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or of a committee thereof may be taken without a meeting if, before or after the action, all members of the Board or of the committee consent thereto in writing.  The written consents shall be filed with the minutes of the proceedings of the Board or committee.  The consent has the same effect as a vote of the Board or committee for all purposes.

Section 13.  Vacancies.  Vacancies on the Board of Directors caused by any reason shall be filled by the vote of the majority of the remaining Directors. When filling a vacancy, priority shall be given to appointing a member from the same Area as the Director whose seat became vacant.  Each person so elected shall serve as a Director until a successor is elected to fill the vacancy at the next annual meeting of the members of the Association.

ARTICLE VII
Officers

Section 1.  Designation.  The officers of the Association shall be a President, one or more Vice-Presidents, a Secretary, and a Treasurer. The officers of the Association need not be members of the Board of Directors.

Section 2.  Election.  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.  The Board may appoint assistant officers or other officers, who need not be members of the Board of Directors, to perform the duties and exercise the powers as delegated to them by the Board.

Section 3.  Removal.  Upon the affirmative vote of the majority of the Board of Directors, any officer may be removed, with or without cause, and his/her successor may be elected at any regular or special meeting of the Board of Directors.  No such removal action may be taken unless the matter is included in the notice of such meeting.  The officer who is proposed to be removed shall be given an opportunity to be heard at the meeting.

Section 4.  Vacancies.  Any vacancy occurring in any office of the Association shall be filled for the unexpired term in the manner prescribed in these Bylaws for the regular election or appointment to such office.

Section 5.  Duties of Officers.  An officer of the Association shall perform such duties in the management of the Association as may be provided in these Bylaws, or as may be determined by resolution of the Board not inconsistent with the Bylaws.  An officer shall discharge the duties of his/her position in good faith and with that degree of diligence, care and skill which an ordinarily prudent person would exercise under similar circumstances.

Section 6.  The President.  The President shall be the Chief Executive Officer of the Association and, subject to the direction and under the supervision of the Board of Directors shall have general charge of the business, affairs and property of the Association.  The President shall preside at all meetings of the members and of the Board when present.  The President shall, in general, perform all duties and have all powers incident to the office of President and shall perform such other duties and have such other powers as, from time-to-time, may be assigned by these Bylaws or by the Board.

Section 7.  The Vice Presidents.  At the request of the President, or in the event of his/her absence or disability at the request of the Board, a Vice President so designated shall perform the duties of the President.  The Vice Presidents shall perform such other duties and have such other powers as, from time-to-time, may be assigned by these Bylaws, the Board, or the President.

Section 8.  The Secretary.  The Secretary shall keep the minutes of the proceedings of the members and of the Board in one or more books to be kept for that purpose.  The Secretary shall have custody of the Seal of the Association, if any, and shall have authority to cause such Seal to be affixed to, or impressed, or otherwise reproduced upon all documents, the execution and delivery of which, on behalf of the Association, shall have been duly authorized.  The Secretary shall, in general, perform all duties and have all powers incident to the office of Secretary and shall perform such other duties and have such other powers as may, from time-to-time, be assigned by these Bylaws, the Board, or the President.

Section 9.  The Treasurer.  The Treasurer shall have custody of the Association’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association.  The Treasurer shall cause all monies and other valuable effects to be deposited in the name and to the credit of the Association in such depositories as may be designated by the Board.  The Treasurer shall cause the funds of the Association to be disbursed when such disbursements have been duly-authorized and shall render to the President and the Board, whenever requested, an account of all transactions as Treasurer and of the financial condition of the Association.  The Treasurer shall, in general, perform all duties and have all powers incident to the office of Treasurer and shall perform such other duties and have such other powers as may, from time to time, be assigned by these Bylaws, the Board, or the President.  The Treasurer shall prepare and distribute to each Board member at the annual meeting a financial statement of the Association. Association members shall be entitled to the financial report upon request.

Section 10.  Appointment of Committees.  As deemed necessary and desirable, the Board may appoint committees for the purpose of formulating, carrying out, or furthering the purposes of the Association. Members of the committees need not be Directors.  The Board will elect the Chairperson of each committee. The committee designated pursuant to this Section 10, and each member thereof, shall serve at the pleasure of the Board.

Section 11.  Standing Committees.  The following standing committees shall serve the Board and the Association on a continuing basis:

A.  Communications

B.  Lake

C.  Boating

D.  Social

A. Communications.  The. Communications Committee is responsible for publishing the Association newsletter at least twice in the calendar year. It shall also produce flyers and other communications deemed necessary by the Board.

B. Lake Quality.  The Lake Quality Committee shall advise and assist the Board in preserving and enhancing the ecological conditions within the Community, and Watkins Lake in particular. The Committee’s responsibility shall include.

(1)  Developing a long range program for ecological preservation and enhancement within the Community, and Watkins Lake in particular.

(2)  Securing professional assistance when the Committee deems it necessary to achieve the ecological goals of the Committee, subject to the Board’s approval.

(a)  A sub-committee called the Weed-Harvesting Committee will be responsible for utilizing budgeted Association funds to employ contractors on behalf of the Association to affect timely cutting and harvesting of lake weeds, in order to promote beneficial lake ecology and recreational enjoyment.  The Board may appoint an Operations Director to manage the Association’s weed harvesting program and such other Association activities as may be designated by the Board who shall receive such compensation as the Board from time to time shall determine.

C.  Boating.  The Boating Committee is responsible for advising and assisting the Board as to the use of Watkins Lake for boating activities, and shall further recommend ways and means of encouraging the Association members to safely use the lake.  The Committee shall also recommend boating rules and regulations and propose programs to encourage Watkins Lake community involvement in safe boating activities.

D.  Social.  The Social Committee is responsible for advising and assisting the Board as to social and related activities within the Community which encourage member involvement.

ARTICLE VIII
Finance: Signatories

Section 1.  Fiscal Year.  The fiscal year of the Association shall be an annual period commencing on January 1 and ending on December 31.  The commencement date of the fiscal year shall be subject to change by the Board of Directors for accounting reasons or other good cause..

Section 2.  Depository.  The funds of the Association shall be deposited in such financial institutions as may be designated by the Board of Directors, and shall be withdrawn only upon the check or order of such officer(s) as are designated from time to time by resolution of the Board of Directors.

ARTICLE IX
Indemnification of Corporate Agents

 Section 1.  Proceedings Against Corporate Agents.  The Association may indemnify its directors, officers, employees and agents to the fullest extent permitted by Michigan law.  The Association shall indemnify any person who, while acting in or on behalf of the Association, was or is a party to, or is threatened to be made a party to, any suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (other than an action by or in the right of the Association), by reason of the fact that the person is or was a director, officer, employee, or agent of the Association, or is or was serving in that capacity on behalf of another entity at the request of the Association.  The indemnification shall be for expenses (including reasonable attorney’s fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit, or proceeding.  This indemnification shall only extend if the applicable party acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Association or its members and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association or its members, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2.  Proceedings by or in the Right of the Association.  The Association shall indemnify any person who, while acting in or on behalf of Association, was or is a party to or is threatened to be made a party to any action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the Association, or is or was serving in that capacity on behalf of another entity at the request of the Association.  The indemnification shall be against expenses, including reasonable attorney’s fees and costs and amounts paid in settlement in connection with such action or suit.  The Association shall indemnify any person only if that 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 Association or its members.  However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Association unless and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for expenses which the Court considers proper.

Section 3.  Association Agent Successful in Proceeding.  To the extent that a director, officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit, or proceeding, that person shall be indemnified against expenses including reasonable attorney’s fees and costs actually and reasonably incurred in connection therewith.

Section 4.  Determination that Indemnification is Proper.  Unless ordered by a Court, any indemnification under Section 561 or Section 562 of the Michigan Nonprofit Corporation Act, as amended (hereinafter referred to as the “Act”), shall be made by the Association only as authorized in the specific Section upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because that person has met the applicable standard of conduct set forth in those Sections.  Such determination shall be made in anyone of the following ways:

(a) by a majority vote of a quorum of the Board consisting of Directors who were not parties to such action, suit, or proceeding; or

(b) if such a quorum is not obtainable, then by a majority vote of a Committee of Directors who are not parties to the action, provided the committee shall consist of at least two (2) disinterested Directors; or

(c) by independent legal counsel in a written opinion; or

(d) by a majority vote of the members.

Section 5.  Expenses Payable in Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Section 561 or Section 562 of the Act may be paid by the Association in advance of the final disposition of such action, suit, or proceeding, as authorized in the manner provided in Section 563(2) of the Act, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it ultimately shall be determined that the person is entitled to be indemnified by the Association.

Section 6.  Rights Not Exclusive.  Further provisions may be made to indemnify directors, officers, employees or agents of the Association in any action, suit, or proceeding referred to in Section 561 or Section 562 of the Act whether contained in the Articles, Bylaws, a resolution of members or Directors, an agreement or otherwise, so long as such provisions are not in conflict with Section 561 to Section 565 of the Act.  Nothing contained in Section 561 to Section 565 of the Act shall affect any rights to indemnification to which persons other than directors, officers, employees or agents of the Association may be entitled by contract or otherwise by law.  Moreover, the indemnification provided in Section 561 to Section 565 of the Act continues as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, personal representatives, and administrators of such person.

Section 7.  Liability Insurance.  The Association may purchase and maintain insurance on behalf of any person who is, or was, a director, officer, employee or agent of the Association, or who is, or was, serving in that capacity on behalf of another entity at the request of the Association, against any liability asserted against that person and incurred by that person in any such capacity or arising out of that person’s status as such, whether or not the Association would have the power to indemnify that person against that liability pursuant to the Act.

ARTICLE X
Amendments

Section 1.  Proposal.  Amendments to these Bylaws may be proposed by the Board of Directors of the Association acting upon the vote of a majority of the Directors, or may be proposed by one-third or more in number of the members entitled to vote at a meeting of members by an instrument in writing signed by them.

Section 2.  Power to Amend or Repeal.  Both the Board of Directors and members shall have the power to amend, repeal, or adopt new Bylaws. Any proposed change in the Bylaws shall be approved by the appropriate number of votes as prescribed in these Bylaws.

ARTICLE XI
Miscellaneous

 Section 1.  Severability.  In the event that any of the terms, provisions, or Sections of these Bylaws are held to be partially or wholly invalid or unenforceable for any reason, such holding shall not affect, alter, modify, or impair any of the other terms, provisions, or Sections of these Bylaws.

Section 2.  Repeal of Prior Bylaws. Restrictions. etc.  These Bylaws shall supersede and repeal all prior Bylaws and similar documents or regulations adopted or purportedly adopted by the Association, including any previously published.

Incorporated:     February 23, 1976

Latest Revision:    July 12, 2010 at a meeting of the members of the Association

Articles of Incorporation of the Watkins Lakefront Owners Association

 The following Article VII shall be added to the Articles of Incorporation of the Watkins Lakefront Owners Association:

Section 1.  A volunteer director shall not be personally liable to the Corporation, its shareholders, or its members for monetary damages for breach of the director’s fiduciary duty.  This provision shall not eliminate or limit the liability of a director for any of the following:

(i)  a breach of the director’s duty of loyalty to the Corporation or its shareholders or members;

(ii)  acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(iii)  a violation of Section 551(1) of the Michigan Nonprofit Corporation Act, as amended;

(iv)  a transaction from which the director derived an improper personal benefit;

(v)  an act or omission occurring before the filing of this Amendment to the Articles of Incorporation; or

(vi)  an act or omission that is grossly negligent.

The Corporation assumes the liability for all acts or omissions of a non-director volunteer occurring on or after the filing of this Amendment to the Articles of Incorporation, if all of the following are met:

(i)  the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;

(ii)  the volunteer was acting in good faith;

(iii)  the volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;

(iv) the volunteer’s conduct was not an intentional tort; or

(v) 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 Michigan Insurance Code of 1956, as amended.