Section 1 Purpose

The purposes for which the corporation is formed are as follows:

· To provide an entity for the furtherance of the interests of the owners of lots in Caliburn Estates Subdivision No. 2, also know as Woodbury Park Subdivision ("Subdivision"), which Subdivision was established by plat recorded in Liber 109, Pages 16 through 20, both inclusive, Wayne County Records, as further provided in the Declaration of Covenants, Conditions and Restrictions ("Declaration") recorded with respect to the Subdivision, and to maintain and beautify the "Common Areas" defined in the Declaration;

· To levy and collect assessments against and from the members of the corporation and to use the proceeds thereof for the purposes of the corporation;

· To carry insurance and to collect and allocate the proceeds thereof;

· To rebuild improvements after casualty;

· To contract for and employ persons, firms, or corporations to assist in management, operation, maintenance and administration of its affairs;

· To own, maintain and improve, and to buy, sell, convey, assign, mortgage, or lease (as landlord or tenant) any real and personal property, including, but not limited to, any easements, licenses, publicly dedicated areas or any other real property, whether or not contiguous to the Subdivision, for the purpose of providing benefit to the members of the corporation and in furtherance of any of the purposes of the corporation;

· To borrow money and issue evidences of indebtedness in furtherance of any or all of the objects of its business; to secure the same by mortgage, pledge or other liens on property owned by the corporation; provided, however, that any such action shall be subject to the approval of not less that two-thirds of the members of the corporation;

· To enforce the provisions of the Declaration, the Articles of Incorporation and these Bylaws; and

· In general, to enter into any kind of activity, to make and perform any contract and to exercise all powers necessary, incidental or convenient to the administration, management, maintenance, repair, replacement and operation of any of the purposes set forth herein, with all powers conferred upon non-profit corporations by the laws of the State of Michigan.

These bylaws are not intended to restrict the rights of any Member of the Association to use his or her property beyond the restrictions established in the Articles of Incorporation or the Declaration of Restrictions. In the event of any disagreement between the Bylaws and the Articles of Incorporation or the Declaration of Restrictions, the Articles of Incorporation or the Declaration of Restrictions shall take precedence.

Section 2 Membership

Every Owner of a lot shall be a Member of the Association and shall be defined as outlined in the Declaration of Restrictions.

Section 3 Voting

· As stated in the Declaration of Restrictions each Owner of a lot shall be a member and shall be entitled to vote on a one vote per lot basis (regardless of the number of Owners of any such lot).

Proxy Voting - Voting by proxy shall be permitted only for increases or decreases in annual assessments and for special assessments at a meeting called for that purpose as provided in Article V, Sections 3 and 4 of the Declaration of Restrictions. Voting by proxy shall not be allowed for any other purpose. All proxies shall be voted on a form provided for that purpose with the announcement of the meeting, and shall bear the name and address of the Member, and the date the proxy was voted. The vote shall be sealed in an envelope, and delivered to the Secretary of the Association, either by mail or in person. All votes shall be brought unopened by the Secretary or his/her designate to the meeting of the Association where the assessment is to be considered, and counted at the meeting.

The presence of ten percent (10%) of the members of the Association shall be the quorum necessary to conduct the business of the Association. If the Association is unable to conduct its business at any meeting due to the lack of a quorum, the Board may call another meeting of the membership no less than thirty (30) days or more than sixty (60) days later to conduct its business. The presence of five (5%) of the members of the Association shall be necessary to conduct the business of the Association at the second meeting.

Section 4 Board of Directors

The Board of Directors has the responsibility to enforce the provisions of the Declaration of Restrictions and of the Corporation Articles of Incorporation and such Bylaws and rules and regulations of the Corporation as may hereinafter be adopted; and in general, to enter into any kind of activity, to make and perform any contract and to exercise all powers necessary, incidental or convenient to the administration, management, maintenance, repair, replacement and operation of any of the purposes set forth herein, with all powers conferred upon non-profit corporations by the laws of the State of Michigan.

The Board of Directors shall consist of three (3) members each holding a three (3) year term.

A simple majority of the Board of Directors shall be necessary for conducting the business of the Board. Each member shall have one (1) vote.

The appointment of all standing committees of the Association;

The appointment and dissolution of all ad hoc committees of the Association;

The appointment or employment of all persons or organizations necessary to carry out the responsibilities of the Association as delineated in the Declaration of Restrictions;

Interpretation and enforcement of the Declaration of Restrictions and Bylaws;

The preparation and presentation of the annual budget to the Membership of the Association;

Maintain the records of the Association. Selected records are shown on the Association website: woodbury-park.org. Any additional information is available upon request.

The planning and control of Association funds;

Approval of expenditure of Association funds consistent with the approved budget.

Replacement of a Member of the Board of Directors – If the seat of a Member of the Board of Directors becomes vacant in mid term for any reason, the Board may appoint a replacement to fill the seat temporarily until the next regular meeting of the Association. At that time, the seat will be filled for the balance of its term of office by majority vote of the Association members present and voting at the meeting.

Section 5 Officers of the Association

The Board shall select the Officers from among the members of the Board of Directors.

President – The President shall be the Chief Operating Officer (COO) and preside at all meetings of the Board of Directors of the Association and General Meetings. Annually, prior to the fall General Meeting, the President shall inform all Association members by mailed letter the status of the Association.

Vice-Presidents – The Vice-President shall perform those duties assigned by the President and shall perform the duties of the President in the case of absence or unavailability of the President.

Secretary – The Secretary shall be the custodian of all records of the Association except financial records and shall keep the minutes of the Board and the meetings of the Membership. The Secretary shall perform any necessary correspondence for the Association and distribute any required notices.

Treasurer – The Treasurer shall be the custodian of all financial records of the Association. All Association funds shall be deposited into accounts in the name of the Association, and shall be withdrawn only by the Treasurer or the President. The Treasurer shall be responsible for paying all bills of the Association upon proper approval by another member of the Board. The Treasurer shall provide reports of all financial transactions and prepare financial statements for presentation to the Board and the Association.

Section 6 Committees

Architectural Committee – The Architectural Committee shall operate in accordance with and have the responsibilities as outlined in the Declaration of Restrictions. The Board will act in the capacity of this committee.

· Maintenance Committee - The Maintenance Committee shall consist of three (3) members appointed by the Board. One (1) member shall be a member of the Board, who shall serve as Chair. It will be the responsibility of the Maintenance Committee to make recommendations to the Board regarding the maintenance of the Common Areas and mailboxes in a manner consistent with the Declaration of Restrictions. The Committee shall present an annual report of its activities to the Board of Directors each year thirty days prior to the Annual Meeting of the Membership.

Ad Hoc Committees – The President or the Board may appoint other ad hoc committees for specific purposes as necessary.

Section 7 Finances

A financial review is required at a minimum of every other year by volunteers other than the Board or by a CPA if no volunteers step forward.

Expenditures approved within the context of the annual budget may be made without further authority in the amount approved. The annual budget may be exceeded with the approval of a majority of the Members present and voting at a meeting of the Association.

Section 8 Meetings of the Association

The Association shall meet annually. The date will be selected by the Board of Directors and communicated with a thirty day advance notice to the Association.

Election of Board members and approval of the Budget shall take place at the Annual meeting.

The Board may call special meetings of the Membership, as it deems necessary and appropriate with written notice sent by first class mail to the members of the Association and postmarked at least 4 weeks prior to the date of the meeting.

All meetings of the Association shall take place in a location near the Woodbury Park Subdivision.

· The date, time and location of every meeting of the Association shall be announced by signage placed at the three entrances to the Woodbury Park Subdivision at least one week prior to the meeting.

Any member of the Association wishing to have an issue placed on the agenda for the annual meeting shall notify a Board Member 10 days prior to the meeting.

All regular meetings shall be announced in writing to every home in the subdivision at least 4 weeks prior to the date of the meeting. The announcement shall include a proposed agenda for the meeting.