By Laws

ARTICLE I 

OFFICES 

1.01 Principal Office. The principal office of the corporation shall be at such place  within the state of Michigan as the board of directors may determine from time to  time. 

1.02 Other Offices. The board of directors may establish other offices in or outside the  state of Michigan. 

ARTICLE II 

MEMBERS 

2.01 Eligibility for Membership. To be eligible for membership in the corporation, an  individual must satisfy the following requirements: 1) a condominium association or  2) a corporation or individual which provides services to condominium associations. A business/professional membership will be considered on an individual basis and  approved or disapproved by the board of directors. A corporation or individual which  provides services to condominium associations shall be non-voting members and  shall not be used to determine a quorum. 

2.02 Membership Dues. The board of directors shall establish the initial and annual  dues for membership in the corporation. The business/professional membership dues  shall be established by the board of directors and may or may not be the same as  condominium association dues. The billing and collection of dues shall be in a  manner prescribed by the board of directors. 

2.03 Termination of Membership. Membership may be terminated by the board of  directors on the occurrence of any of the following events: 

(a) Failure to pay dues within 90 days after written notice of payment due. (b) Failure to satisfy the requirements of section 2.01 of this article. 

2.04 Attendance at Meetings. Attendance at meetings will be open to current board  members of the member associations. The board of a member may designate one or  more other co-owners (non-board members) to attend a meeting with the provision  that total attendance from that association shall not exceed the number of its board  members. 

2.05 Annual Meeting. The annual meeting of the members shall be held in October of  each year at a time and place established by the board of directors. At each annual 

meeting, directors shall be elected and any other business shall be transacted that may  come before the meeting. Another meeting shall be held in April of each year at a  time and place established by the board of directors. For good reasons the board of  directors may change a meeting to an alternate month if the board of directors will  determine a change will be in the best interests of the members. 

2.06 Special Meetings. Special meetings of the members may be called by the board  of directors or by the president. Such meetings shall also be called by the president or  secretary at the written request of not less than 10 percent of the members. 

2.07 Place of Meetings. All membership meetings shall be held at any other place  determined by the board of directors and stated in the notice of the meeting. 

2.08 Notice of Meetings. Except as otherwise provided by statute, written notice of the  time, place, and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given  either personally, by mail, or electronic transmission to each member of record  entitled to vote at the meeting at his or her last address as it appears on the books of  the corporation. Alternatively, notice may be published in the corporation’s  newsletter, provided that the newsletter is published at least semiannually and is  mailed to the members entitled to vote at the meeting not less than 10 days nor more  than 60 days before the date of the meeting. Electronic transmission means any form  of communication that meets all of the following: (a) It does not directly involve the  physical transmission of paper, (b) it creates a record that may be retained by the  recipient, and (c) it may be directly reproduced in paper form by the recipient through  an automated process. 

2.09 Record Dates. The board of directors may fix in advance a record date for the  purpose of determining members entitled to notice of and to vote at a membership  meeting or an adjournment of the meeting, or to express consent to or to dissent from  a proposal without a meeting, or for the purpose of any other action. The date fixed  shall not be more than 60 days nor less than 10 days before the date of the meeting,  nor more than 60 days before any other action. 

2.10 List of Members. The secretary of the corporation or the agent of the corporation  having charge of the membership records of the corporation shall make and certify a  complete list of the members entitled to vote at a membership meeting or any  adjournment. The list shall be arranged alphabetically with the address of each  member, be produced at the time and place of the membership meeting, be subject to  inspection by any members during the whole time of the meeting, and be prima facie  evidence of the members entitled to examine the list or vote at the meeting. Each  member shall designate one person to vote on behalf of the member. The person  designated shall be a director of the board of directors of the member. The form for  designation of the person entitled to cast the member’s vote shall be provided by the  board of directors of this corporation.

2.11 Quorum. Unless a greater or lesser quorum is required by statute, members  present in person or by proxy who, as of the record date, represented 30% of the  members entitled to vote at a membership meeting shall constitute a quorum at the  meeting. Whether or not a quorum is present, the meeting may be adjourned by vote  of the members present. 

2.12 Proxies. A member entitled to vote at a membership meeting or to express  consent or dissent without a meeting may authorize other persons to act for the  member by proxy. A proxy shall be signed by the member or the member’s authorized  agent or representative and shall not be valid after the expiration of three years, unless  otherwise provided in the proxy. A proxy is revocable at the pleasure of the member  executing it except as otherwise provided by statute. 

2.13 Voting. Each member is entitled to one vote on each matter submitted to a vote.  A vote may be cast either orally or in writing. When an action, other than the election  of directors, is to be taken by a vote of the members, it shall be authorized by a  majority of the votes cast by the members entitled to vote, unless a greater vote is  required by statute. Directors shall be elected by a plurality of votes cast at any  election. 

2.14 Meeting by Telephone or Similar Equipment. A member may participate in a  membership meeting by conference telephone or any similar communications  equipment through which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this section constitutes presence in person at the  meeting. 

ARTICLE III 

BOARD 

3.01 General Powers. The business, property, and affairs of the corporation shall be  managed by the board of directors. 

3.02 Number. There shall be not less than 3 nor more than 5 directors on the board as  shall be fixed from time to time by the board of directors. In addition the board of  directors shall have the right, but not the obligation, to appoint 2 non-voting business/professional members to the board. 

3.03 Tenure. The association members shall elect five members to the board of  directors at the first association meeting; two board members shall be elected for three  years; two elected for two years; and one member elected for one year. Thereafter  board vacancies will be filled each October by electing qualified candidates to three 

year terms. Directors shall be elected at each annual membership meeting to hold  office until the director’s successor is elected and qualified, or until the director’s  death, resignation, or removal.

3.04 Resignation. A director may resign at any time by providing written notice to the  corporation. Notice of resignation will be effective on receipt or at a later time  designated in the notice. A successor shall be appointed as provided in section 3.06 of  the bylaws. 

3.05 Removal. Any director may be removed with or without cause by a majority vote  of the members entitled to vote at an election of directors. 

3.06 Board Vacancies. A vacancy on the board may be filled with a person selected  by the remaining directors of the board, though less than a quorum of the board of  directors, unless filled by proper action of the members. Each person so elected shall  be a director for a term of office continuing until the next election of directors by the  members. 

3.07 Annual Meeting. An annual meeting shall be held each year immediately after  the annual membership meeting. If the annual meeting is not held at that time, the  board shall cause the meeting to be held as soon thereafter as is convenient. 

3.08 Regular Meetings. Regular meetings of the board may be held at the time and  place as determined by a board resolution without notice other than the resolution. 

3.09 Special Meetings. Special meetings of the board may be called by the president  or any two directors at a time and place as determined by those persons authorized to  call special meetings. Notice of the time and place of special meetings shall be given  to each director in any manner at least three days before the meeting. 

3.10 Statement of Purpose. Neither the business to be transacted at, nor the purpose  of, any regular or special meeting of the board need be specified in the notice for that  meeting. 

3.11 Waiver of Notice. The attendance of a director at a board meeting shall constitute  a waiver of notice of the meeting, except where a director attends a meeting for the  express purpose of objecting to the transaction of any business because the meeting is  not lawfully called or convened. In addition, the director may submit a signed waiver  of notice that shall constitute a waiver of notice of the meeting. 

3.12 Meeting by Telephone or Similar Equipment. A director may participate in a  meeting by conference telephone or any similar communications equipment through  which all persons participating in the meeting can hear each other. Participation in a  meeting pursuant to this section constitutes presence in person at the meeting. 

3.13 Quorum. A majority of the directors then in office, not including non-voting  directors, constitutes a quorum for the transaction of any business at any meeting of 

the board. Actions voted on by a majority of directors present at a meeting where a  quorum is present shall constitute authorized actions of the board. 

3.14 Consent to Corporate Actions. Any action required or permitted to be taken  pursuant to board authorization may be taken without a meeting if, before or after the  action, all directors consent to the action in writing. Written consents shall be filed  with the minutes of the board’s proceeding. 

ARTICLE IV 

COMMITTEES 

4.01 General Powers. The board, by resolution adopted by a vote of a majority of its  directors, may designate one or more committees, each committee consisting of one  or more directors. The board may also designate one or more directors as alternate  committee members who may replace an absent or disqualified member at a  committee meeting. If a committee member is absent or disqualified from voting,  members present at a meeting who are not disqualified from voting may, whether or  not they constitute a quorum, unanimously appoint an alternate committee member to  act at the committee meeting in place of the absent or disqualified member. All  committees designated by the board shall serve at the pleasure of the board. 

A committee designated by the board may exercise any powers of the board in  managing the corporation’s business and affairs to the extent provided by resolution  of the board. However, no committee shall have the power to 

(a) amend the articles of incorporation; 

(b) adopt an agreement of merger or consolidation; 

(c) amend the bylaws of the corporation; 

(d) fill vacancies on the board; or 

(e) fix compensation of the directors for serving on the board or on a committee. 

(f) recommend to members the sale, lease, or exchange of all or substantially all  of the corporation’s property and assets; 

(g) recommend to the members a dissolution of the corporation or a revocation of  a dissolution; or 

(h) terminate memberships. 

4.02 Meetings. Committees shall meet as directed by the board, and their meetings  shall be governed by the rules provided in article III for meetings of the board. 

Minutes shall be recorded at each committee meeting and shall be presented to the  board. 

4.03 Consent to Committee Actions. Any action required or permitted to be taken  pursuant to authorization of a committee may be taken without a meeting if, before or  after the action, all members of the committee consent to the action in writing.  Written consents shall be filed with the minutes of the committee’s proceedings. 

ARTICLE V 

OFFICERS 

5.01 Number. The officers of the corporation shall be appointed by the board. The  officers shall be a president, a secretary, and a treasurer. There may also be a  chairperson, vice president, and such other officers as the board deems appropriate.  The president shall be a voting member of the board. Two or more offices may be  held by the same person, but such person shall not execute, acknowledge, or verify an  instrument in more than one capacity if the instrument is required by law or by the  president or by the board to be executed, acknowledged, or verified by two or more  officers. 

5.02 Term of Office. Each officer shall hold office for the term appointed and until a  successor is appointed and qualified. An officer may resign at any time by providing  written notice to the corporation. Notice of resignation is effective on receipt or at a  later time designated in the notice. 

5.03 Removal. An officer appointed by the board may be removed with or without  cause by vote of a majority of the board. The removal shall be without prejudice to  the person’s contract rights, if any. Appointment to an office does not of itself create  contract rights. 

5.04 Vacancies. A vacancy in any office for any reason may be filled by the board. 

5.05 President. The president shall be the chief executive officer of the corporation  and shall have authority over the general control and management of the business and  affairs of the corporation. The president shall have power to appoint or discharge  employees, agents, or independent contractors, to determine their duties, and to fix  their compensation. The president shall sign all corporate documents and agreements  on behalf of the corporation, unless the president or the board instructs that the  signing be done with or by some other officer, agent, or employee. The president shall  see that all actions taken by the board are executed and shall perform all other duties  incident to the office. This is subject, however, to the president’s right and the right of  the board to delegate any specific power to any other officer of the corporation. 

5.06 Vice President. The vice president, if any, shall have the power to perform duties  that may be assigned by the president or the board. If the president is absent or unable 

to perform his or her duties, the vice president shall perform the president’s duties  until the board directs otherwise. The vice president shall perform all duties incident  to the office. 

5.07 Chairperson. The chairperson, if elected, shall preside at all board meetings. The  chairperson shall have the power to perform duties as may be assigned by the board. If the president is absent or unable to perform his or her duties, the chairperson shall  perform the president’s duties until the board directs otherwise. The chairperson shall  perform all duties incident to the office. 

5.08 Secretary. The secretary shall (a) keep minutes of board meetings; (b) be  responsible for providing notice to each member director as required by law, the  articles of incorporation, or these bylaws; (c) be the custodian of corporate records;  (d) keep a register of the names and addresses of each member, officer and director;  and (e) perform all duties incident to the office and other duties assigned by the  president or the board. 

5.09 Treasurer. The treasurer shall (a) have charge and custody over corporate funds  and securities; (b) keep accurate books and records of corporate receipts and  disbursements; (c) deposit all moneys and securities received by the corporation at  such depositories in the corporation’s name that may be designated by the board; (d)  complete all required corporate filings; and (e) perform all duties incident to the office 

and other duties assigned by the president or the board. 

ARTICLE VI 

CORPORATE DOCUMENT PROCEDURE 

No corporate documents (including stocks, bonds, agreements, insurance and annuity  contracts, qualified and nonqualified deferred compensation plans, checks, notes,  disbursements, loans, and other debt obligations) shall be signed by any officer,  designated agent, or attorney-in-fact unless authorized by the board or by these bylaws. 

ARTICLE VII 

INDEMNIFICATION 

7.01 Nonderivative Actions. Subject to all of the other provisions of this article, the  corporation shall indemnify any person who was or is a party or is threatened to be  made a party to any threatened, pending, or completed action, suit, or proceeding.  This includes any civil, criminal, administrative, or investigative proceeding, whether  formal or informal (other than an action by or in the right of the corporation). Such  indemnification shall apply only to a person who was or is a director or officer of the  corporation, or who was or is serving at the request of the corporation as a director,  officer, partner, trustee, employee, or agent of another foreign or domestic  corporation, partnership, joint venture, trust or other enterprise, whether for profit or  not for profit. The person shall be indemnified and held harmless against expenses 

(including attorney fees), judgments, penalties, fines, and amounts paid in settlement  actually and reasonably incurred by him or her in connection with such action, suit, or  proceeding, if the person acted in good faith and in a manner he or she reasonably  believed to be in or not opposed to the best interests of the corporation or its  members. With respect to any criminal action or proceeding, the person must have  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 on a  plea of nolo contendere or its equivalent, shall not by itself create a presumption that  (a) the person did not act in good faith and in a manner that the person reasonably  believed to be in or not opposed to the best interests of the corporation or its members  or (b) with respect to any criminal action or proceeding, the person had reasonable  cause to believe that his or her conduct was unlawful. 

7.02 Derivative Actions. Subject to all of the provisions of this article, the corporation  shall indemnify any person who was or is a party to, or is threatened to be made a  party to, any threatened, pending, or completed action or suit by or in the right of the  corporation to procure a judgment in its favor because (a) the person was or is a  director or officer of the corporation or (b) the person was or is serving at the request  of the corporation as a director, officer, partner, trustee, employee, or agent of another  foreign or domestic corporation, partnership, joint venture, trust, or other enterprise,  whether or not for profit. The person shall be indemnified and held harmless against  expenses (including actual and reasonable attorney fees) and amounts paid in  settlement incurred by the person in connection with the action or suit 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 corporation or its members. However,  indemnification shall not be made for any claim, issue, or matter in which the person  has been found liable to the corporation unless and only to the extent that the court in  which the action or suit was brought has determined on application that, despite the  adjudication of liability but in view of all circumstances of the case, the person is  fairly and reasonably entitled to indemnification for the expenses that the court  considers proper. 

7.03 Expenses of Successful Defense. To the extent that a person has been successful  on the merits or otherwise in defense of any action, suit, or proceeding referred to in  sections 7.01 or 7.02 of this article, or in defense of any claim, issue, or matter in the  action, suit, or proceeding, the person shall be indemnified against expenses  (including actual and reasonable attorney fees) incurred in connection with the action  and in any proceeding brought to enforce the mandatory indemnification provided by  this article. 

7.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred  in this article shall be a contract right and shall apply to services of a director or  officer as an employee or agent of the corporation as well as in such person’s capacity  as a director or officer. Except as provided in section 7.03 of this article, the  corporation shall have no obligations under this article to indemnify any person in 

connection with any proceeding, or part thereof, initiated by such person without  authorization by the board. 

7.05 Determination That Indemnification Is Proper. Any indemnification under  sections 7.01 or 7.02 of this article (unless ordered by a court) shall be made by the  corporation only as authorized in the specific case. The corporation must determine  that indemnification of the person is proper in the circumstances because the person  has met the applicable standard of conduct set forth in sections 7.01 or 7.02,  whichever is applicable. The determination shall be made in any 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. 

(b) If the quorum described in clause (a) above is not obtainable, by a committee  of directors who are not parties to the action. The committee shall consist of not  less than two disinterested directors. 

(c) By independent legal counsel in a written opinion. 

(d) By the members. 

7.06 Proportionate Indemnity. If a person is entitled to indemnification under sections  7.01 or 7.02 of this article for a portion of expenses, including attorney fees,  judgments, penalties, fines, and amounts paid in settlement, but not for the total  amount, the corporation shall indemnify the person for the portion of the expenses, 

judgments, penalties, fines, or amounts paid in settlement for which the person is  entitled to be indemnified. 

7.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit,  or proceeding described in sections 7.01 or 7.02 of this article may be paid by the  corporation in advance of the final disposition of the action, suit, or proceeding on  receipt of an undertaking by or on behalf of the person involved to repay the  expenses, if it is ultimately determined that the person is not entitled to be  indemnified by the corporation. The undertaking shall be an unlimited general  obligation of the person on whose behalf advances are made, but it need not be  secured. 

7.08 Nonexclusivity of Rights. The indemnification or advancement of expenses  provided under this article is not exclusive of other rights to which a person seeking  indemnification or advancement of expenses may be entitled under a contractual  arrangement with the corporation. However, the total amount of expenses advanced or 

indemnified from all sources combined shall not exceed the amount of actual  expenses incurred by the person seeking indemnification or advancement of expenses.

7.09 Indemnification of Employees and Agents of the Corporation. The corporation  may, to the extent authorized from time to time by the board, grant rights to  indemnification and to the advancement of expenses to any employee or agent of the  corporation to the fullest extent of the provisions of this article with respect to the  indemnification and advancement of expenses of directors and officers of the  corporation. 

7.10 Former Directors and Officers. The indemnification provided in this article  continues for a person who has ceased to be a director or officer and shall inure to the  benefit of the heirs, executors, and administrators of that person. 

7.11 Insurance. The corporation may purchase and maintain insurance on behalf of  any person who (a) was or is a director, officer, employee, or agent of the corporation  or (b) was or is serving at the request of the corporation as a director, officer,  employee, or agent of another corporation, partnership, joint venture, trust, or other  enterprise. The insurance may protect against any liability asserted against the person  and incurred by him or her in any such capacity or arising out of his or her status as  such, whether or not the corporation would have power to indemnify against liability  under this article or the laws of the state of Michigan. 

7.12 Changes in Michigan Law. If there are any changes in the Michigan statutory  provisions applicable to the corporation and relating to the subject matter of this  article, the indemnification to which any person shall be entitled shall be determined  by the changed provisions, but only to the extent that the change permits the  corporation to provide broader indemnification rights than the provisions permitted  the corporation to provide before the change. 

ARTICLE VIII 

COMPENSATION 

When authorized by the board, a person shall be reasonably compensated for services  rendered to the corporation as an officer, director, employee, agent, or independent  contractor, except as prohibited by these bylaws. 

ARTICLE IX 

FISCAL YEAR 

The fiscal year of the corporation shall end on December. 

ARTICLE X 

AMENDMENTS 

The board of directors at any regular or special meeting may amend or repeal these  bylaws, or adopt new bylaws by vote of a majority of the directors, if notice setting forth  the terms of the proposal has been given in accordance with any notice requirement for 

the meeting of the board. Amendments must be printed and distributed to members  within 30 days after adoption by the board of directors. 

An amendment to these bylaws approved and/or amended may be revoked by a two-thirds  vote of the member associations voting at a duly scheduled meeting.