Section 1. This organization shall be known as Keeler Lake Property Owners Association, Inc. a non-profit corporation of Keeler township, Van Buren county, Michigan.

Section 2. The fiscal year of this Association shall be the calendar year, January 1, to December 31.

Section 1. This Association shall promote the education of riparian property owners and other lake users about water quality and water safety.

Section 2. This Association will morally support issues which concern the welfare of the lake in general, including the conservation of the water supply in the lake and watershed, maintain the quality of water for swimming and conducive to the renewal of the fish resources.

Section 3. This Association shall support the measurement and evaluation of hydrological data of the lake so that decisions and actions of the Association shall be in line with what is best for the lake.

Section 1. Membership in the Association shall be limited to riparian property owners on the lake and persons who own property with legal access to the lake. A person who has negotiated a contract to purchase riparian property or property with legal access to the lake shall be eligible for membership.

Section 2. The term "member" is defined as either one person or a family unit of husband and wife. For purposes of voting, the individuals whose names are recorded on the deed shall be entitled to one vote.

Section 3. Each member of this Association shall be equally privilege with all other members in his voice and vote upon any policy or proposition presented for discussion or decision at any meeting of the members.

Section 4. The membership year is from June 1 through May 31 of each calendar year.

Section 5. The annual dues are payable to the treasurer on June 1 of each year. Dues shall become delinquent if not paid by September 1 of each calendar year. A delinquent member shall be ineligible to attend meetings of the Association, and shall be removed from the membership list if the delinquent dues are not paid within a 30 day grace period.

Section 6. Any member who shall reflect discredit upon this Association may be removed form membership by a 2/3 vote of the entire membership of the Board of Directors of the Association. Written notice shall be mailed to the member 30 days prior to any action taken by the Board. A hearing before the Board shall be provided if requested by the member of the Association.

Section 7. Withdrawal from membership in the Association shall be by written notice to or from the Secretary of the Association.

Section 1. The officers of this Association shall be a President, Vice President, Secretary and Treasurer. They shall be elected by majority vote of the membership attending the Annual Meeting, and shall hold office for the succeeding year or until their successor are elected. They shall take office at the time of the Annual Meeting at which they are elected.

Section 2. The officers shall serve without compensation and will devote their time and efforts for the public interest, thereby lessening the burdens of government in the areas of public safety and protection of water quality.

Section 3. In case of death or resignation of the President, the Vice President shall at once assume his/her title and duties. The vacancy in the office of Vice President shall be filled by a majority vote of the Board of Directors. In case of death or resignation of any other officer, his office shall be immediately filled by appointment by the president with a majority of the members of the Board concurring.

Section 4. Any officer or director becoming ineligible to membership in the Association shall automatically forfeit his/her office and such vacancy shall be filled in the same procedure as stated above.

Section 5. The President shall preside at all meetings of the Association and of the Board of Directors, and shall cast the deciding vote in case of a tie. The Vice President shall assist the President in the performance of his/her duties. In the absence of the President, the Vice President shall preside at the meetings of the Association and perform all other duties of the President. The Secretary shall conduct all correspondence for the Association and the Board or Directors. He/She shall keep the minutes of all meetings and maintain a clear record of the business of the Association and Board of Directors. The treasurer shall receive all monies paid to the Association and shall keep an accurate record of the members and their financial status in the Association. He/She shall disburse such monies as approved by the Board of Directors. All expenditures of the Association shall be by check from the Association’s account. The treasurer shall make an oral report of the financial status of the Association at each meeting of the Association and of the Board of Directors and a written statement of cash receipts and disbursements shall be prepared annually and made available to the membership at the Annual Meeting. All monies paid to the Association shall be deposited by the Treasurer in the bank account of the Association.

Section 1. The Annual Meeting of the Association shall be held in May of each year. The meeting to be held on the day set by the Board of Directors at the previous Annual Meeting, and due notice sent to each member.

Section 2. Special meetings of the membership may be called at the option of the President or when requested by any two members of the Board. Every member shall be notified of such meeting by regular United States mail at least 30 days prior to the time of the meeting.

Section 3. A quorum of the Association shall be no less than 10% of the entire membership. Voting members shall register with the secretary of the Association immediately prior to any regular or special meeting.

Section 1. The Board of Directors shall consist of the four duly elected officers, and the chairman of any standing committee.

Section 2. The Board of Directors shall have control of the affairs and property of the Association, and shall serve as the executive and policy-making group of the Association.

Section 1. All committees, except the nominating committee, shall be appointed by the President and shall consist of at least 3 members.

Section 2. Standing committee at this time shall be: Water Quality.

Section 3. Ad Hoc committees may be established by majority vote of the Board of Directors as need arises.

Section 4. Standing committees shall present a written report to the Board of Directors at least 30 days prior to the Annual Meeting.

All meetings of the membership and of the Board of Directors shall be as follows:

1. Call To Order

2. Roll Call of Officers

3. Reading of the Minutes

4. Report of Officers

5. Report of Standing Committees

6. Report of Ad Hoc Committees

7. Unfinished Business

8. Election of Officers

9. New Business

10. Adjournment

The rules contained in the current edition of ROBERT’S RULE OF ORDER NEWLY REVISED shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules or order the Association may adopt.

Section 1. The Bylaws may be amended at any regular or properly called special meeting of the membership by a 2/3 vote.

Section 2. Members shall be notified I writing of proposed Bylaws changes at least 30 days prior to the meeting called to consider revision of the Bylaws.

Section 3. These Bylaws shall be read or mailed to the membership from time to time as deemed advisable by the President or Board of Directors.

Section 1. 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, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, 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 interest of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. 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 or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense of settlement of such action or suit if he or she 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 and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation 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 the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. To the extent that a Director, officer, employee or agent of a Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

Section 4. Any indemnification under Sections 1 and 2 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article.

Section 6. The indemnification and advancement of expenses provided by or granted under the other subsections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Laws, agreement vote of shareholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these sections.

Section 8. If the Corporation has paid indemnity or had advanced expenses to a Director, officer, employee or agent, the Corporation shall report the indemnification or advance in writing to the members with or before the notice of the next annual meeting.

Section 9. References to "the Corporation" shall include, in addition to the surviving Corporation, any merging corporation, including any corporation having merged with a merging corporation, absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, officers, and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

Section 10. The indemnification and advancement of expenses provided by or granted in this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person.

Adopted by the membership this __ day of ____________, 2002.

__________________________________

President

Attest:

___________________________________

Secretary

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