Article I                   Name and Organization                 3                     

                        Section 1.        Name                                                                           3

                        Section 2.        Fiscal Year                                                                  3

Article II                 Objectives                                           3

Article III                Membership                                         4

                        Section 1.        Voting Membership                                                     4

Article IV                Organization                                     4

Article V                  Meetings of the Association   5

                        Section 1.        Annual Meeting                                                           5

                        Section 2.        Special Meeting                                                           5

ARTICLE VI                VOTING                                                    5

                   Section 1.        Qualifications for Voting                                            5-6

                        Section 2.        Voting Procedures                                                      6

Article VII               The Governing Body                      6

                        Section 1.        Organization                                                               6

                        Section 2.        Elected Officers and Directors                                   6

a)  President                                                                 6

b)  Vice-President                                                        6

c)  Secretary                                                                 6-7

d)  Treasurer                                                                7

e)  Term of Office – President and Vice-President         7

f)  Term of Office – Secretary and Treasurer                 8

Section 3.        Directors                                                                     8

                                    a)  Term of Office                                                         8

b)      Immediate Past President                                        8

c)      Succession                                                             8

Section 4.        Vacancies                                                                    8

Section 5.        Nominations                                                                8-9

Section 6.        Elections                                                                     9

Article VIII             RESERVED                                              9

Article IX                Meeting of the Board of Directors  9

                        Section 1.       Regular Meetings                                                         9

a)      Annual Meeting                                                      9

b)      Summer Meeting                                                    9

Section 2.        Special Meetings                                                         9-10

Section 3.        Order of Business                                                        10

Section 4.        Voting                                                                         10

Section 5.        Parliamentary Authority                                             10

Article X                  Committees                                        10

                        Section 1.        Purpose and Responsibilities                                      10

                        Section 2.        Committee Membership                                              11       

Section 3.        Committee Expenditures                                            11

                        Section 4.        Standing Committees and Responsibilities                 11

a)  Finance                                                                   12

b)  Membership                                                            12

c)      Nominating                                                 12

d)      Election                                                                  12

Section 5.        Supplemental Committees                                          11-12

a)      Taxation                                                                 12

b)      Pollution                                                                 12

c)      Water Level                                                           12

d)      Community Affairs                                      12

e)      Public Relations                                                      12

f)        Recreation                                                              12

g)      Water Safety                                                          12

h)      Projection                                                               12

i)        History                                                                   12

Article XI                Amendments                                       12

                        Section 1.        Initiation                                                                     12-13

                        Section 2.        Reconsideration                                                          13

                        Section 3.        Association Approval                                                  13

Article XII               Reports and Communications 13

                        Section 1.        Annual Report to ALL Members                                 13

                        Section 2.        Notice of Meetings                                                      14

                        Section 3.        Newsletters                                                                 14

                        Section 4.        General Communications                                           14

Article XIII             Dues                                                         14

Article XIV              Appendix                                                14

                        Section 1.        Purpose                                                                       14

                        Section 2.        Amendments                                                               14

                        Section 3.       Validity                                                                         14

Article I     Name and Organization

            Section 1.  Name:

            This organization shall be known as the Spider Lake Property Owners Association, a

            non-profit corporation of East Bay Township, in Grand Traverse County, Michigan.

Section 2.  Fiscal Year:

The fiscal year of this association shall be from August 1^st through July 31^st.

Article Ii    Objectives

            Section 1.   To represent the riparian property owners of Spider Lake.

            Section 2.   To preserve Spider Lake as a natural resource and recreational area

through protection and prudent use of its resources.

            Section 3.   To be on guard for the health, welfare, and safety of the resident

community.

            Section 4.   To be alert to the best interests of the Membership in fiscal, economic and

civic matters such as taxation, zoning developments affecting property

rights and values, pending legislation, law enforcement, etc.

            Section 5.  To serve as a responsible citizen of the community.

            Section 6.   To do any and all things lawful as a non-profit corporation in the

furtherance of these objectives and other as approved by the association.

            Section 7.   To affirm the ethical principle that individual rights should be enjoyed and

protected without trespassing on the rights of others.

            Section 8.   To support issues which concern the welfare of Spider Lake in general,

including the conservation of the water supply in the lake and watershed,

maintain the quality of water safety for swimming and conducive to the

renewal of the fish resources.

Article III  Membership      

Section 1.  Voting 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.

Section 2.   The term “voting member” is defined as either one person or family unit

of husband and wife.  For purposes of voting, individuals whose names

are recorded on a deed or land contract shall as a group be entitled to one

vote.

Section 3.   Each voting member of this Association shall be equally privileged with

all the other members in his/her voice and vote upon any policy or

proposition presented for discussion or decision at any meeting of the

members.

Section 4.   Non-voting membership shall be limited to individuals who have an

interest in the objectives of this association but are non-voting members

because they do not own property on the lake and do not own property

with legal access to the lake.

Section 5.   The membership year is from August 1^st through July 31^st of each calendar

year.

Section 6.  DUES:

a)      The annual dues are payable to the treasurer on August 1^st of each year.  A

      Member shall not be eligible to vote unless payment of his dues is current.

b)      The annual dues are established at twenty-five dollars ($25.00) per riparian

      property owner; provided that only one dues shall be paid per riparian

      property; and further provided that a riparian owner who owns more than one

      riparian parcel of land shall pay one dues and have one vote.

c)      The annual dues for a non-voting member shall be twenty-five ($25.00) dollars.

d)      Any change in the amount of dues shall be determined by the Board of Directors and approved by the membership of the Association.

Section 7.   Withdrawal from membership in the Association shall be by written notice

                              to the Secretary of the Association.

Article IV   Organization

Section 1.   The management and operation of this corporation shall be vested

in a governing Board of nine (9) members, who are to be elected;

plus the immediate Past President, who is an ex-officio member.

Section 2.   Those to be elected by the Membership shall be a President, Vice-

President, Secretary, and Treasurer, and five (5) Directors, elected as prescribed in Article VII, Section 5 and 6 of the By-Laws.

            Section 3.  The management may be augmented by the appointment of additional

officers and committee chairpersons by the President, subject to the

confirmation of the Board, and be responsible to the Board.

Article V    Meetings of the Association

            Section 1.  ANNUAL MEETING:

a)      The Annual Meeting of the Association shall be held each year during the month of July, at a time and place to be determined by the Board.

b)      The purpose of this Meeting is to receive and approve reports from the President, Secretary, Treasurer, and all active Committees; to elect Officers and Directors for the up-coming year; to approve dues and assessments for the up-coming year, and to consider any other business that may properly come before the meeting.

c)      Written notice of the meeting giving the time, place and agenda, including ballots showing those nominated for various elective offices and other notable issues, shall be mailed to each Member, first class mail, at least twenty-one (21) days prior to the meeting, to the last known address as shown on the records of the corporation.

d)      Discussion shall not be limited to those items shown on the agenda.

Section 2.  SPECIAL MEETING OF THE ASSOCIATION:

a)      A special meeting of the Association may be called by the President, Vice

President, or any two (2) members of the Board.

b)      The Secretary shall notify the Membership not less than fifteen (15) days prior

      to the meeting, giving the time, place, purpose and agenda to be presented.

c)  Discussion and action shall be limited to those items contained in the Notice.

Article VI  Voting

            Section 1.  QUALIFICATIONS FOR VOTING:

a)      Riparian Members only are qualified and entitled to vote.

b)  No more than one (1) person, other than husband and wife as an “entirety,”

     may hold any one (1) membership.

c)      Only one (1) person may vote an “entirety” membership on any particular matter.

Section 2.  VOTING PROCEDURES:

Voting on all issues at the Annual Meeting, or any Special Meeting of the Membership shall be carried by a simple majority of the Riparian Members present and voting.

ARTICLE VII  THE GOVERNING BODY

            Section 1.  ORGANIZATION:

a)      The management and operation of this Corporation shall be vested in a governing board of nine (9) elected members.  The Immediate Past President of the Association shall be an ex-officio member of the Board.

b)      Those to be elected shall consist of a President, a Vice President, a Secretary, and a Treasurer and five (5) Directors, elected as prescribed in Article VI, Section 1 of the By-Laws.

Section 2.  ELECTED OFFICERS AND DIRECTORS:

a)      The President:

i.    Shall be the chief executive officer and shall preside at all regular and

      special meetings of the Association and of the Board of Directors.

ii.   Shall appoint from the General Membership all committees and other

      appointed officers, subject to confirmation of the Board of Directors.

iii.    Shall uphold the By-Laws of this Association.

b)      The Vice President:

Shall be fully qualified to assume the duties and responsibilities of the President in his absence.

c)      The Secretary:

i.         Secretarial responsibilities include keeping the official records of the

                                    Association, keeping minutes of meetings of the Association and the

                        Board of Directors, reporting annually to the Michigan Department of

                        Commerce and the Federal Bureau of the Internal Revenue Service,

                        maintenance of addresses and membership records, and mailing

                        statements of dues, assessments, or other obligations to the

                        membership. The Secretary shall also exchange membership information

                        and reports with the Michigan Lakes and Streams Association and be

                        responsible for preparing and mailing notices of all Association and

                        Board of Directors Meetings, as well as reports to the Membership Board,

                        ballots, minutes of the meetings when requested by the Board, and similar

                         material.

iii.                  The responsibility for all secretarial functions may be assigned to one person, or it may be divided among more than one person, with such responsibilities clearly defined.

iv.                 The Secretary shall make the records, books, and data of the Association available to any Members upon Request.

d)      The Treasurer:

i.         A Treasurer shall have custody of all monies, funds, accounts,

     disbursements, and property records of the Association.

   ii.     The Treasurer shall be bonded, at Association expense.

  iii.     The books, records, and accounts shall be made available to any Member

           upon request.

                             iv.      The Treasurer shall receive and deposit dues, assessments, or other    

                                    incomes,  and issue receipts where appropriate, as well as keeping the

                                    financial transaction records of the Association.

v.                   Treasurer shall be prepared to give an interim report al all receipts, disbursements, liabilities, and balances at each meeting of the Board of Directors, and at any Membership meeting.

vi.                 The Treasurer may make payments on any previously authorized or budgeted expenditure and shall sign all checks for the Association, supported by proper documentation and authority.

vii.                Bank accounts shall be in a depository or depositories designated by the Board of Directors.

viii.              Payment of unanticipated expenditures may be made upon the approval of one elected officer in amounts of up to $50; or upon the approval of three (3) Board Members up to $150; or upon the approval of a majority of the full Board up to $300.  Approval of the Membership shall be required for expenditures over that amount.

ix.                 A report shall be submitted to the Board of Directors by the Treasurer for study and report to the Board, at least thirty (30) days before the Annual Meeting, so that copies may be sent to the Membership with the Notice of the Annual Meeting.

                       e)  Term of office – President and Vice-President:

Shall be elected annually for a term of one year by the membership at the annual meeting and may be re-elected to succeed themselves, but not for more than three (3) successive terms.

           f)  Term of office – Secretary and Treasurer

                  Shall be elected annually for a term of one year by the membership at the

                  annual meeting and may be elected to succeed themselves without limit.

Section 3.  DIRECTORS:

a)      Term of Office:

In addition to election of a President, Vice President, Secretary, and Treasurer,  (5) Directors shall be elected each year.  The two (2) nominees with the highest number of votes shall be elected for a two (2) year term.  The three (3) nominees with the next highest number of votes shall be elected to a one (1) year term.

b)      Immediate Past President:

The Immediate Past President shall serve as an ex-officio Director, in addition to the nine (9) elected Directors.

c)      Succession:

Directors (other than the Secretary and Treasurer) may be re-elected to succeed themselves, but not for more than three (3) successive terms.  There is no term of limitation for the office of Secretary and Treasurer.

d)      The Officers and Directors of the corporation shall serve without

compensation, and will devote their time and efforts to the objectives of the

corporation and the public interest.

            Section 4.  VACANCIES:

a)      Any vacancy on the Board may be filled by appointment of the President,

subject to confirmation by a majority of the Board, until a successor is duly

qualified and elected at the next Annual Meeting.

b)      Whenever necessary to conduct business, the President may name an officer

      “pro-tem.”

            Section 5.  NOMINATIONS:

a)      The Nominating Committee shall consist of three members and shall be elected by majority vote of the Board of Directors.

b)      Nominations from the Riparian Membership should be submitted to the Nominating Committee at least thirty (30) days before the Annual Meeting.

c)      The Nominating Committee shall prepare a slate of nominees for Officers and the Board of Directors for the presentation at the Annual Meeting.

d)      Each Nominee shall be a Riparian Member.

e)      The Nominating Committee shall determine the willingness of the nominee to serve, and submit the name to the Secretary in time to prepare the ballots for inclusion in the notice of Annual Meeting.

            Section 6.  ELECTIONS:

a)      The names of the candidates for each position shall be placed on the ballots in alphabetical order.

b)      The election shall take place at the annual meeting.

c)      “Write-in” votes are acceptable.

d)      The Election Committee shall count the ballots and announce the results before adjournment.

e)      The new administration will take office at the beginning of the new fiscal year.          

ARTICLE VIII  RESERVED

ARTICLE IX  MEETING OF THE BOARD OF DIRECTORS

            Section 1.  REGULAR MEETINGS:

a)      Annual Meeting:

The Board shall meet within thirty (30) days of the beginning of the new fiscal year as its organizational meeting for the purpose of appointing officers and committee persons, reviewing programs in progress and considering programs and projects for the coming year.

b)      Summer Meeting:

The Board shall also meet within thirty (30) days prior to the Annual Meeting to review the financial report of the Treasurer and to prepare for the Annual Meeting.

            Section 2.  SPECIAL MEETINGS:

a)      Special Meetings of the Board may be called by the President, Vice President,

or any two (2) Directors.

b)      Notice of such meetings shall be mailed to the Board at least fourteen (14) days prior to the meetings, stating time, place, and purpose of the meeting, or notice shall be given verbally at least seven (7) days prior to the meeting.

c)      Unless waived by a majority of the full Board, discussion and action shall be limited to those items mention in the notice.

Section 3.  ORDER OF BUSINESS:

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

                                                                                                                               &n