Hidden Hamlet Association, Inc.

POLICIES & BYLAWS

Policies, Services Available, and General Information

The following Policies have been adopted by the Board of Directors of Hidden Hamlet Association, Inc. and apply to every parcel of property in Hidden Hamlet.

A.      Snowmobile, Mini-Bike, Trail Bike, Motorcycle.

1.         The STATE OF MICHIGAN'S LAW AND SAFETY CODE requirements for recreational vehicles are to be followed at all times.

 

2.         The Hidden Hamlet roads will be used as access routes to designated areas only, between the hours of 8 AM and 11 PM, and not as a track or speedway.

 

3.         The use or crossing of any property lot, with or without a chalet, is prohibited.

 

4.         A maximum speed of 25 miles per hour is to be observed on Hamlet roads and headlights are to be on whenever machines are in operation.

 

5.         Underage child operators are to be supervised by adults and abide by all state laws.

B.      Short-Term Rentals.

1.         Every property in Hidden Hamlet is subject to deed restrictions that require the property to be used only for single family residential purposes, and prohibit commercial or business use.  These deed restrictions were in place from the founding of Hidden Hamlet in 1961, formed part of our decisions to invest in Hidden Hamlet, and serve to protect the value of our property.

 

2.         Any chalet held and advertised exclusively for weekend or short term rental will be deemed to be commercial activity in violation of the deed restrictions.

 

3.         Weekend or short-term rentals shall not exceed, in any calendar year, the time spent in occupancy by the owner in the same year.

 

4.         The owner will be responsible to enforce compliance with the applicable rules and policies by the short-term renters.  The owner must provide a list of guidelines to renters regarding snowmobiles, trash and pets, including the following:

 

·         Renters must respect the peace and privacy of neighbors. Refrain from playing music or loud talking outside after 11:00 p.m.

 

·         Occupancy must not exceed the number of sleeping accommodations.

 

·         Snowmobiles may be used only on roads or designated trails and only between the hours of 8:00 a.m. and 11:00 p.m., at a maximum speed of 25 miles per hour.

 

·         Pets must be supervised when outdoors and leashed when off the premises.

 

·         Trash pickup is Monday. Trash must be placed in plastic bags and sealed in the provided 96-gallon garbage can, with the lid secured against intrusion by animals.

 

5.         All owners that offer their chalets for short-term rental must:

 

a.         Provide the President of the Board, in writing, the address of the chalet; and the address, telephone number(s) and email address of at least one contact that will be available at all times in case of emergency or complaint regarding the chalet during any period of short-term rental.

 

b.         Maintain and be prepared to produce on request a log showing, for each calendar year, the specific days and number of days the chalet was rented to third parties, and the specific days and number of days the chalet was occupied by the owner.

 

6.         Any written lease of a single family residence for a term longer than two months will not be considered commercial activity, providing the tenant has agreed to abide by all Hidden Hamlet restrictions and policies.  Rentals for shorter periods will be considered short-term rentals subject to the policies set forth above.

 

C.      Storage in Yard or Roadside. Storage is prohibited, including trailers and recreational vehicles (when not in season), inoperable cars or trucks, and dog houses.

 

D.      Animals. 

 

1.         For health and peace reasons, animal pets are not to have free reign in the Hamlet. All pets should be supervised when outdoors and leashed when off the owner’s property.  The owner's yard should be the pet's bathroom. Owners should pick up after their dogs. 

 

2.         Outdoor feeding of pets and other animals is prohibited.

 

E.      Rubbish.

 

1.         The Association has provided each chalet a standardized 96-gallon wheeled garbage can. All garbage is to be put in plastic bags and sealed in the provided garbage can with the lid secured to prevent intrusion by animals. Owners must promptly pick up trash that escapes from the can by animals or otherwise.

 

2.         Pickup is on MONDAY. Regular weekly garbage/trash pick-up service has been contracted for each chalet for a total of 52 pick ups per year. The charge by Little Traverse Disposal to Hidden Hamlet applies whether or not there is garbage or trash to be removed from the premises. Pick up is limited to one standard 96-gallon can per chalet per week. Owners that generate trash exceeding the one standard 96-gallon can in any week must make arrangements for removal of the excess at the chalet owner’s expense, or must take the excess to the Emmet County solid waste transfer station or a county recycling station.

 

3.         Full time residents – please place the 96-gallon garbage can in the driveway at the road on pickup days. Make sure the can has a secured lid.

4.         Part time residents who will be leaving before garbage pick up – please place the 96-gallon garbage can in the driveway, visible from the road. Make sure the can has a secured lid. If the garbage is missed, put it in a more visible spot next time and call Little Traverse Disposal to let them know about the problem. 231.487.0780

5.         Garbage can enclosures are not allowed, and must be removed.

6.         Only the one standard 96-gallon wheeled garbage can may be stored where it is visible from the road at any time. The 96-gallon can should be stored near the chalet except when it is out by the road for pick up. If the owner retains any additional garbage or trash cans, they must be stored where they are not visible from the road.

F.      Snow Removal.  Arrangements have been made for driveways to be plowed on Thursday or Friday as needed.  Owners must mark the desired area that they want plowed.  It is very important that the entrance, drive and yard are marked because it eliminates property damage and assures the plowing of the driveway.  If the driveway is not marked the responsibility for damages falls on the homeowner.

G.      Fire Protection.  Pleasantview Township partners with the city of Harbor Springs, Little Traverse Township and West Traverse Township for fire protection.

H.      For Sale and other Signs.  No "For Sale," business or political sign may be placed or maintained on any property i.e., chalet or lot, in any way, shape or form.

I.       Building and Use Restrictions.

 

1.         Land Use and Building Type.  Property in Hidden Hamlet shall be used for single family residential purposes only. No commercial activity or business shall be permitted on any lot. No more than one dwelling shall be constructed on any one lot. No residence shall be inhabited prior to its exterior finishing, and no property owner shall park, erect or inhabit any house trailer, tent, shack, or temporary structure of said parcel in the above described subdivision. No noxious or offensive activity or pursuit shall be carried on upon said parcel, nor anything be done thereon which may be, or may become an annoyance or nuisance to neighboring lands.

 

2.         Architectural Control.  No building shall be erected or placed on any property until the construction plans, specifications and a plan showing the location of the structure have been approved by the following:

 

1.         Hidden Hamlet Architectural Control Committee.

 

2.         Pleasantview Township Zoning/Building Permit Board.

 

3.         Emmet County Building Department.

 

3.         Building Location.  No building shall be located nearer than 40 feet to any front line, 25 feet to any rear line or nearer than 10 feet to any side line. Township Zoning setbacks will apply if they require a greater setback.

 

4.         Architectural Control Committee.  The Architectural Control Committee is composed of the Vice-President and TWO Board Members of the Association designated by the Board. None of the members of the Committee, nor its designated representative shall be entitled to any compensation for services performed pursuant to this covenant.

 

5.         Architectural Control Committee Procedure. 

 

a.         An application must be obtained from, and returned to, the President or Vice President of Hidden Hamlet Association before building a new structure or making any structural expansion or modification to an existing building in Hidden Hamlet.

 

b.         Approval by the Architectural Control Committee is required before any construction begins.

 

6.         Enforcement.  Enforcement shall be by proceedings at law or in equity against any persons violating or attempting to violate any covenant or any building and use restriction, including but not limited to the covenants prohibiting commercial use and requiring approval of the Architectural Control Committee. Legal expenses including attorney fees, court costs, etc. incurred by Hidden Hamlet Association., Inc., shall be reimbursed by the member who is in violation as established in a court of law.

 

7.         Building Restrictions.

 

1.         No modular home will be approved.

 

2.         Buildings, excepting concrete slab floors, must have conventional foundations of poured concrete or concrete blocks.

 

3.         Roofs must be asphalt, wood, metal, fiberglass or a generally acceptable finished roofing material. Roll roofing, tar paper or building paper are not permitted on the finished exterior of any building.

 

4.         No fencing shall be erected without approval of the Architectural Control Committee.

 

5.         Security lights shall be placed so as to cause no annoyance to adjoining property owners.

 

6.         Contractors, sub-contractors or building trades persons shall use either a dumpster, truck or a trash trailer while constructing new dwellings or remodeling. All construction waste material shall be removed from site on a weekly basis.

 

7.         Contractors are required to comply with the Association By-Laws. No work shall be performed before 8:00 a.m. nor later than 9:00 p.m. In addition no work will be allowed on Sunday nor on Holidays.

 

8.         As much as possible, the building to be constructed shall be in harmony with the architectural thesis existing in the Hidden Hamlet area.

 

9.         While no minimum building square footage is required, applicants are encouraged to consider potential resale value by constructing a building that include a minimum of three bedrooms, one and one half or two baths and a rustic exterior treatment.

 

10.       The site plan should be designed to protect as many trees on the lot as possible, protect the water system and insure that septic tank permit will be kept from adjacent property. A septic tank effluent is required by law from the Emmet County Health Department prior to starting installation. A permit is needed when locating the house and driveway, or to provide space for snow plowing or the accumulation of plowed snow. The septic tank location should be established in a convenient location for servicing and "pump out" when needed. And the off street parking should include space for two cars, minimum.

 

11.       Carports are not permitted.

 

12.       It is suggested that no more than three exterior colors be used when picking a color scheme, and that they vary from colors already used on neighboring buildings located on adjacent lots.

 

13.       The use of untreated wood, vinyl, aluminum or other artificial exterior siding is discouraged.

 

14.       Owners may use any qualified licensed builder of their choice to construct a home in Hidden Hamlet.

 

8.         Accessory Structures.  Accessory structures such as storage sheds and storage buildings are permitted within Hidden Hamlet subject to the requirements of the Pleasantview Township ordinances, approval by Hidden Hamlet's Architectural Control Committee, and the following Hidden Hamlet restrictions.

 

a.         Before construction or installation begins, the owner must:

 

1)         Consult Township ordinances regarding accessory structures.

 

2)         Obtain an approved permit from the Township.

 

3)         Submit a copy of the approved Township permit to Hidden Hamlet Association President or Vice President for consideration by the Architectural Control Committee in accord with the procedures set out above.  Architectural Control Committee approval is required before any construction or installation begins.

 

b.         ONE accessory structure per assessable property unit will be allowed.

 

c.         An accessory structure shall not exceed 100 square feet.

 

d.         Accessory structure materials, design, and color shall match the residence.

 

e.         Setback Requirements shall be met (front 30', side 10', rear 35'; see township ordinance).

 

f.          Pole barn style construction will not be permitted; solid floor is required; skirting is recommended.

 

g.         Accessory structures will be enclosed on all sides; canopies, lean-to's, tents, tarps and other forms of temporary shelter or storage structures are not permitted.

 

h.         Doors and windows will be closed and secure when not in use.

 

i.          Accessory structures will not be designed or used to shelter pets or animals at any time.

 

J.       Water System.

 

1.         General. 

 

a.         The membership dues of Hidden Hamlet Association, Inc. provide water to the subdivision. The Association is responsible for the maintenance and operation of the Pump stations and the main distribution lines.

 

b.         The main distribution water supply network runs underground through all the pump stations in a circular pattern throughout Hidden Hamlet. A shut off valve is located at the edge of each lot near the road. There is a vertical piece of pipe exiting from the top of the valve and protruding out of the ground for access to the valve.

2.         Water System Improvement Fund.  In 1980, the membership authorized the creation of a $20,000 Water System Improvement Fund to be utilized in correcting any problems in the water system.  Costs for the maintenance of the water system are assessed against each lot. Operating costs are assessed against chalets. For specific information please refer to the proposed yearly budget which is published with the dues statement in August of every year. Monies left over at the end of the fiscal year in the "Fixed Expense" account may be placed in the Water System Improvement Fund (WSIF).

3.         Responsibilities. 

 

a.         Hidden Hamlet Association, Inc. is responsible for the maintenance and operation of all pumping stations and main distribution water lines up to the shut off valve.

 

b.         Property owners are responsible for accessibility to the shut off valve and the water lines to their Chalet. Owners should maintain the location of the vertical shut off valve access pipe and be sure it is capped.

 

Note.  Normally there is a shut off valve in each Chalet. It is suggested that owners know the location of this valve and its use. If there is no shut off valve in your Chalet it is suggested that you have one installed.

 

c.         Water sampling is done in accordance with the State Department of Health guidelines.

 

d.         Maintenance.  A contract for Water Management is issued by the board of directors annually.

 

d.         Tap-in Fees.  Tap-in fees for the water system are to be paid at the time of the sale of the lot by the owner.

 

4.         Broken Water Line.  In the event that a water line pipe breaks (or for some other reason leaks) and should the pipe breakage (or leakage) be located along the pipe which connects a member's residence to the main supply line, then the following procedure shall be followed:

 

a.         The member, if the member is the first person to discover such leak or breakage, shall immediately notify the Association’s President. If the Association is the first to learn of the water leak, then the Association shall notify the member as soon as it has become aware of the problem. Phone calls are permissible for either of these communications.

 

b.         If the Association is unable to contact the member, or if the member is unwilling or unable to take immediate action to have the leak repaired, then the Association is authorized to hire a contractor to dig the ground, to inspect the damage and to make any necessary repairs. This work will be done at the member's sole expense. Otherwise, the Association shall locate three licensed contractors able to properly repair the broken pipe, leak, and any other damage. The names and addresses of each contractor shall be communicated to the member (in writing or by phone). Within five (5) days thereafter, the member shall elect which one of the three contractors will perform the work and will then hire such contractor to immediately complete the work. All of the work shall be at the member's sole expense.

 

c.         If the member does not hire one of the three contractors within such five (5) day time period, or if he does and the contractor fails to promptly complete the work (as decided by the Association) then the Association may proceed to have the work done and all charges for the work will be billed to the member and shall be the member's sole expense. If the Association is required to pay for the contractor's work, then the Association will bill the member and such bill must be paid within 30 days. If the bill is not paid within 30 days, then the Board may, in its discretion, refer the member to the Determination Committee in accord with Association is Section 10 of Article XI of the By-laws for a determination of whether the member should remain in good standing.

 

K.      Meetings.  The annual membership meeting is set by the Board of Directors and found in the index under Meetings and Events, posted on the Hidden Hamlet Website.

 

L.      Dues and Assessments.

 

1.         Fiscal year runs from July 1 through June 30.

 

2.         When water line is tapped, a property owner moves from "lot owner" to "chalet owner". Dues will be prorated.

 

3.         Association dues are billed August 1 annually and payment must be received no later than October 1 of the same year without a penalty for delinquency being incurred.  On October 5, or the first business day thereafter, the unpaid property owner's invoice will be considered delinquent and a late fee of $50 will be added to the amount due.  If payment of the Association annual dues and the $50 late fee is not received within 90 days of October 1, an additional $100 late fee will be added to the amount due.  If payment of the Association Annual Dues and the $50 late fee is not received within 90 days, an additional $100 late fee will be added for a total late fee of $250.  When a member has accrued $250 in late fees and has not paid the annual dues and late fees, the Board, in its discretion, may refer the matter to the Determination Committee for determination of whether the member should be deemed a member not in good standing, in accord Article XI, Section 10 of the Association Bylaws.  The Board may also, in its discretion, turn the account over to a collection agency for collection of said debt.  The property owner will be responsible for all additional expenses incurred by the Association to collect the debt. These include but are not limited to legal and lien fees, mail expenses, telephone and secretarial costs.

 

M.     Sale of Property.

 

1.         Notice by Seller.  The seller of a chalet/lot must contact Hidden Hamlet Association, Inc. The information required is date of sale and name of buyer.

 

2.         Transfer Fee.  The new owner shall pay to the Hidden Hamlet Association, Inc. an owner transfer fee in the amount of $200.00, which shall be paid in 30 days of the lot ownership transfer date.

 

N.      Responsibilities of Officers and Board of Directors

 

1.         President.

 

a.         Shall call and conducts meetings of the board of directors and the membership.

 

b.         Shall enter into contracts for:

 

1)         Snow plowing -- will be done as needed. Snow removal will be done on either Thursday or Friday depending on conditions.

 

2)         Area management

 

3)         Bookkeeping

 

4)         Weed mowing -- during the summer as determined by the Board of Directors and the Area Manager

 

5)         Well maintenance and water samples

 

c.         Shall maintain a president's book with the minutes of the meetings, contracts and correspondence pertinent to the organization.

 

d.         Shall appoint a nominating committee to prepare a slate of officers for the annual meeting.

 

2.         Vice President:

 

a.         Shall assist the President with all duties in preparation for holding the office of president.

 

b.         Shall serve as a member of the Architectural Control Committee.

 

3.         President and Board of Directors:

 

a.         Approve the budget for the year and set the amount of the annual assessment.

 

b.         Authorize maintenance of the road signs and well houses.

 

c.         Delegate the responsibility of keeping water system records.

 

d.         Select or continue the services of the Association's legal advisor.

 

e.         Authorizes an audit of the treasurer's and/or bookkeeper's books.

 

f.          Conduct any and all other business relating to Hidden Hamlet.

 

4.         Secretary:

 

a.         Shall take minutes of all meetings, annual and board, and prepare them for distributing to the membership in good time.

 

b.         Shall maintain a record of all minutes and other records of the association.

 

c.         Shall notify board members of meetings.

 

d.         Shall maintain the mailing list of the association.

 

e.         Shall send notice of the annual meeting and other association events.

 

f.          Shall notify our web designer of all meetings, minutes, ownership changes and directory changes.

 

Treasurer:

a.         Is responsible for the financial well-being of the association.

 

b.         Prepares the budget.

 

Bookkeeper:

 

1.         Shall maintain a proper set of books of the transactions of the association.

 

2.         Sends statements for annual assessments to the members.

 

3.         Prepares the Michigan Annual Report.

 

Expenses:

 

1.         All expenses incurred by the officers or board members on behalf of the association shall be reimbursed. i.e. telephone, postage, copies. etc.

 

2.         Receipts for such expenses should be presented to the treasurer or bookkeeper for payment.

 

 

BYLAWS

 

HIDDEN HAMLET ASSOCIATION, INC.

A Michigan Non-Profit Corporation

 

The Effective Date of These Bylaws Is January 13, 2018

 

ARTICLE I

OFFICES

 

Section 1.        The registered office shall be located in Harbor Springs, Michigan.

 

ARTICLE II

MEMBERSHIP

 

Section 1.        Hidden Hamlet Property.  “Hidden Hamlet” means the 13 subdivisions that are known as “Hidden Hamlet No. 1” through “Hidden Hamlet No. 13” and the one site-condominium project that is known as “Hidden Hamlet 14”, that are each located in Pleasantview Township, Emmet County, Michigan; and “Hidden Hamlet Property” means a lot or a condominium unit that is a part of Hidden Hamlet. 

 

Section 2.        Membership.  Each person owning legal or equitable title to any Hidden Hamlet Property will be a member of the corporation; and no other persons may be a member of the corporation. 

 

Section 3.        Notice of Designated Voting Member.  Immediately after acquiring any Hidden Hamlet Property, the owner of that Hidden Hamlet Property will deliver to the corporation a written notice identifying that Hidden Hamlet Property and stating the owner’s name and address, together with the required property transfer fee described in Article III, below.  If that Hidden Hamlet Property is owned by more than one person, this notice must state the name and address of each person owning the property and must also identify the one person that is authorized by all of the persons owning that Hidden Hamlet Property to cast a vote in respect of that Hidden Hamlet Property.  This notice must be signed by each person owning the Hidden Hamlet Property.  All notices delivered by the corporation will be delivered to that one person on behalf of all of the persons owning that Hidden Hamlet Property.

 

Section 4.        Termination of Membership.  Membership in the corporation will terminate when a member sells or conveys or otherwise disposes of all of the Hidden Hamlet Property that is owned by that member.

 

ARTICLE III

TRANSFER FEE

 

Section 1.        A new member will pay to the corporation a $200.00 membership transfer fee.  The membership transfer fee will be paid to the corporation not later than 30 days after the date when the new member’s membership is first effective.  Failure to pay the membership transfer fee may result in loss of “good standing”, as described below in Article XI, Section 10.

 

ARTICLE IV

ANNUAL MEETING OF MEMBERSHIP

 

Section 1.        All meetings of the membership for the election of Directors shall be held in Harbor Springs, State of Michigan, at such place as may be fixed from time to time by the Board of Directors.

 

Section 2.        An annual meeting for election of directors and for any other business that may come before the meeting will be held December 26.  If the annual meeting is not held on the designated date, the board will cause the meeting to be held as soon thereafter as convenient.  Failure to hold meeting at designated time or to elect sufficient number of directors.  Failure to hold the annual meeting at the designated time or to elect a sufficient number of directors at the meeting or any adjournment of the meeting, does not affect otherwise valid corporate acts or work a forfeiture or give cause for dissolution of the corporation.

 

Section 3.        Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each member entitled to vote there at no less than 10 days and not more than 60 days before the date of the meeting.

 

ARTICLE V

SPECIAL MEETING OF MEMBERSHIP

 

Section 1.        Special meetings of the membership for any purpose other than the election of Directors may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.        Special meetings of membership may be called at any time, for any purpose or purposes, by the Board of Directors or by any Director who has been requested to do so by petition of 10% of the members.

 

Section 3.        Written or printed notice of a special meeting of membership, stating the time, place and purpose or purposes thereof, shall be given to each member entitled to vote at least 10 days and not more than 60 days before the date fixed for the meeting.

 

Section 4.        The business transacted at any special meeting of the membership shall be limited to the purpose stated in the notice.

 

ARTICLE VI

CONDUCT OF MEETINGS

 

Section 1.        Meetings of the members will be conducted by the most senior officer of the corporation who is present at that meeting.  The order of seniority of the officers is president, vice president, secretary, treasurer.  Meetings of the corporation will otherwise be conducted according to any generally recognized manual of parliamentary procedures that has been adopted by the board of directors, to the extent that those procedures are not in conflict with the laws of the State of Michigan.

 

Section 2.        The order of the business to be conducted at meetings of the members will be: First, to determine whether a quorum is present; Second, to determine that every member has received notice of the meeting or has duly waived notice of the meeting; Third, to read the minutes of the preceding meeting; Fourth, to receive reports by officers; Fifth, to receive reports by committees; Sixth, to appoint inspectors of election (at annual meetings and at special meetings called to elect directors); Seventh, to elect directors (at annual meetings and at special meetings called to elect directors); Eighth, to attend to any unfinished business; and Ninth, to attend to any new business.  Meetings of the members will be conducted by the most senior officer of the corporation who is present at that meeting.  The order of seniority of the officers is president, vice president, secretary, treasurer.  Meetings of the corporation will otherwise be conducted according to any generally recognized manual of parliamentary procedures that has been adopted by the board of directors.

 

Section 3.        Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting will be given not less than 10 days and not more than 60 days before the date of the meeting.  Notice will be given either personally or by mail 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.

 

Section 4.        The board of directors may fix in advance a record date for the purpose of determining the 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 will not be more than 60 days and not less than 10 days before the date of the meeting, or not more than 60 days before any other action.

 

Section 5.        The secretary of the corporation or the agent of the corporation having charge of the membership records of the corporation will make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list will 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.

 

Section 6.        The presence of at least 20 members, whether in person or by proxy, who as of the record date are entitled to vote at a membership meeting will constitute a quorum at the meeting.  Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

 

Section 7.        Each member is entitled to one vote on each matter submitted to a vote, except that if any particular Hidden Hamlet Property is owned by more than one person, then all of those persons together may only cast one vote, as more particularly described in Article II, Section 3, above; but all of those persons may attend any meetings of the corporation.  A vote may be cast at a meeting 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 will be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute.  Directors will be elected by a plurality of votes cast at any election.

 

ARTICLE VII

DlRECTORS

 

Section 1.        The number of Directors shall be nine. The Directors shall be elected at the annual membership meeting, and each Director elected shall serve for three years (or until his successor shall have been elected and qualified), except that at the first election of directors that is held after the effective date of these Bylaws, three directors will be elected to serve a one year term, three directors will be elected to serve a two year term, and three directors will be elected to serve a three year term.

 

Section 2.        Any vacancy occurring in the Board of directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

 

Section 3.        The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation.

 

Section 4.        The Directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the state of Michigan, at such place or places as they may from time to time determine.

 

Section 5.        One of the Directors shall be designated "Water Board Chairman" and shall be responsible for the operation of the water system.

 

Section 6.        The Corporation shall indemnify any officer and any Director to the fullest extent permitted by Michigan law, against all judgments, payments, in settlement, fines, and other reasonable costs and expenses (including attorney fees) incurred by such Officer or by such Director in connection with the defense of any action, suit, or proceedings which is brought or threatened in which such person is a party or is otherwise involved because he or she was or is a Director or Officer of the corporation. This right of indemnification shall continue as to a person who ceases to be a Director or Officer, and shall endure to the benefit or the heirs, executors, and administrators of that person.

 

ARTICLE VIII

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 1.        Meetings of the Board of Directors, regular or special, may be held either in or out the State of Michigan.

 

Section 2.        Regular meetings of the Board of Directors may be held upon such notice, and at such time and at such place as shall from time to time be determined by the Board.

 

Section 3.        Special meetings of the Board of Directors may be called by President on 5 day's notice to each director, either personally, or by mail, by telegram or telephone; special meetings shall be called by the President or Secretary in like manner and on like notice on the written requests of two Directors.

 

Section 4.        Four of the Directors shall constitute a quorum for the transaction of business unless a greater number as required by law. The act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number as required by statute. If a quorum shall not be present at any meeting of Directors, the Directors present there may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

ARTICLE IX

EXECUTIVE COMMITTEE

 

The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by the by-laws or otherwise, may designate three or more Directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all the authority of the Board of Directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required.

 

ARTICLE X

OFFICERS

 

Section 1.        The Officers of the corporation shall be chosen by the membership and shall be President, a Vice-President, a Secretary and a Treasurer.

 

Section 2.        The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

Section 3.        The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of the majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

 

Section 4.        The President.  The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the members and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

 

Section 5.        The Vice President.  The Vice-President, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, shall act as Chairman of the Architectural Control Committee, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

Section 6.        The Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the membership and record all the proceedings of the meetings of the corporation and of the Board of Directors to a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the membership and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be.

 

Section 7.        The Treasurer.

 

a.         The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depository as may be designated by the Board of Directors.

 

b          The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the corporation.

 

c.         If required by the Board of Directors the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his control belonging to the corporation shall be turned over to the Board of Directors.

 

ARTICLE XI

GENERAL PROVISIONS

 

Section 1.        All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Initially, this shall be the Treasurer and one other Director.

 

Section 2.        The fiscal year of the corporation shall be fixed by a resolution of the Board of Directors.

 

Section 3.        Nothing in these Bylaws or Resolutions of the Board of Directors shall in any way practice or approve any discrimination or any character on the basis of race, color or religious affiliation.

 

Section 4.        No Officer or Director shall receive any salary for his services. Fees for attendance at Directors' meetings and reimbursement for actual expenses shall be permitted.

 

Section 5.        These Bylaws may be altered, amended or repealed or new By-laws may be adopted (a) at any regular or special meeting of membership at which a quorum is present or represented, by the affirmative vote of a majority of the members present, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board. The Board of Directors shall not make or alter any By-laws fixing their number, qualifications, classifications, term in office or compensation.

 

Section 6.        The Directors of the corporation shall at least once in a year cause a true statement of the operations and properties of the corporation for the preceding fiscal year to be made at the Annual Membership Meeting.

 

Section 7.        The operations of the corporation shall be financed by dues assessments. At the end of each fiscal year, the Board of Directors shall determine the amount thereof and shall send notices thereon to the membership by the next August 1st. Members who are not paid up by the following November 1st shall be suspend-able by Board actions and may lose all rights accorded to policy. Penalties for non-payment shall be determined by the Board of Directors and may include legal actions of collection and/or lien imposition and foreclosure.

 

Section 8.        It shall be the duty of the Board of Directors to create and maintain a separate fund of liquid assets, with a minimum amount of $20,000, that will meet the requirements of maintenance and construction of a water well and distribution system that assures each member in good standing an adequate supply of water for the expected use of the members lot and which meets the approval of the Michigan Department of Health. Expenditures of this fund require approval of two-thirds of the Board of Directors. This section can only be amended by a vote of the membership.

 

Section 9.        The Board of Directors shall prepare and maintain a Membership Directory; and may adopt, alter or expand and shall enforce appropriate policies, rules, regulations, recommendations and directions such as but not limited to those set forth in the existing Architectural Control, Rental Position and Snowmobile-Bike Regulations.

 

Section 10.  Good Standing.

 

a.         Definition.  "In good standing". Each member of the corporation is automatically a member "in good standing" until such time as a committee of the Board of Directors (the Determination Committee), pursuant to the procedure outlined below issues a written determination that a member is "not in good standing".

 

b.         Hidden Hamlet Services. Each member who is "in good standing" is entitled to receive the services generally provided by the corporation, such as water, rubbish removal and snow removal. Any member who has been determined by the Board of Directors to be a member "not in good standing" shall not be entitled to these services.

 

c.         Changed status only upon good cause. The status of a member can be changed from "in good standing" to "not in good standing" by the Determination Committee only for good cause. A good cause determination may be supported by any of the following:

 

1.         Non-payment of Hidden Hamlet Association, Inc. dues and/or transfer fees.

 

2.         The occurrence (or repeated occurrence) of a nuisance or disturbance of the peace (which has been caused by the member, any members of his or her family, or by any person(s) who have been occupying and/or using the members chalet with the members permission.)

 

3.         Abusive use of snowmobiles or motor bikes.

 

4.         Failure to comply with Hidden Hamlet Association By-laws and/ or Board approved Policies.

 

5.         Causing any other problem that adversely affects the membership of Hidden Hamlet.

 

6.         The extended or off-season outdoor storage of recreational vehicles, boats, snowmobiles, cars, equipment or any unsightly items.

 

7.         Placing a "For Sale" sign on lot and/or property.

 

d.         Hearing prior to changing status. The President of Hidden Hamlet Association shall convene a meeting of five Board Members, who shall constitute the Determination Committee, within three weeks of receiving a written complaint from any Hidden Hamlet Association member, which, as determined by the President, is serious enough to warrant further consideration. The purpose of this meeting shall be to decide if good cause exists in order to change a members standing from "in good standing" to "not in good standing". The member who is the subject of the complaint shall be given (either personally or by certified mail) written notice of this hearing along with a copy of the complaint, not less than two weeks prior to the holding of this meeting. The notice of the meeting shall indicate the date, time and location of the meeting and shall also indicate the specific purpose of the meeting. The member who is the subject of the meeting shall be entitled to present testimony and shall also be entitled to have witnesses testify on his or her behalf. If the member is unable to personally attend, then he/she shall be entitled to select a representative for this purpose. It is not required, but it is suggested, that the member who is the subject matter of this hearing submit to the President of the corporation, prior to the holding of this hearing, a written reply.

 

e.         The decision to change the members "in good standing" status to "not in good standing" shall be made only upon a vote of four of the five Determination Committee members.

 

f.          If a member’s status is changed to "not in good standing", at the same time, a determination shall also be made as to the time period that such status change shall remain in effect and any conditions that have to be met. In any event, such change in status shall not exceed a full winter (December 1 - April 30) or a full summer (May 1 - November 31) season. During the time that a member is "not in good standing" he/she shall not be entitled to receive services generally provided by Hidden Hamlet. The written decision of the Determination Committee shall be immediately provided to the member whose status has been changed and also to all other members of the Board of Directors.

 

g.         A return to "in good standing" status shall occur (1) automatically upon expiration of the penalty time period, or (2) upon written consent of at least four Determination Committee members.

 

h.         Probation Status.  Change to Status of a member "In Good Standing." In the event the status of a member is changed by the Determination Committee from "not in good standing" to "in good standing", such members shall be on a probationary status for one year. If a violation occurs within such one year time period, the "not in good standing" status may be reinstated upon a majority vote of the Board of Directors made at any meeting called by the President of the Corporation. A Board Member who participates at such meeting by telephone shall be entitled to vote at such meeting as long as his/her comments can be heard at the meeting by all the Board Members who are attending the meeting.

 

 

 

 

 

 

 

 

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