These articles of incorporation are signed by the incorporator for the purpose of forming a non-profit corporation under Act No. 162 of the Public Acts of 1982 (MCLA Section 450.2101 et. seg.)
These articles were amended and filed on August 10, 2023, in accordance with By-Law changed approved at the annual meeting on June 17, 2023. Changes were made in Article II and Article IV (changes noted below in red).
These articles were amended and filed in February, 2018, in accordance with By-Law changes approved at the annual meeting on June 27, 2015. Changes are made in the following areas:
Article IV – corrected address
Article VIII – based on By-Law changes
Article IX – per the state of Michigan requirements
Article XIV – amendments based on By-Law changes
ARTICLE I
The name of the corporation is: Ann Lake Property Owners’ Association, Inc.
ARTICLE II
The purposes for which the corporation is organized are as follows:
A. This Association shall to promote the education of riparian property owners and other lake users about water quality and water safety.
B. This Association shall to support issues which concern the welfare of the lake in general, including the conservation of the water supply in the lake and watershed, the maintenance of the quality of water safe for swimming and conducive to the renewal of the fish resources.
C. This Association shall to 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.
D. This Association shall to promote the best interest of the membership in fiscal and civic matters such as taxation, zoning developments affecting property rights and values, pending legislation, law enforcement, etc.
E. to insure that individual rights should be enjoyed and protected without trespassing on the rights of others.
E. This Association shall to work to preserve Ann Lake as a natural resource and recreational area through protection and prudent use of its environs.
F. This Association may To acquire, own, dispose of and deal with real and personal property and interest in real and personal property, and to apply gifts, grants. bequests, and devises and their proceeds to promote the purposes of the Corporation.
H. To do anything to accomplish its purposes which the directors determine to be appropriate.
F. This Association may To carry on only those activities which are permitted to be carried on by a non-profit corporation under the Michigan Non-Profit Corporation Act, as amended.
ARTICLE III
The corporation is organized on a directorship (non-stock) basis.
The corporation will be financed under the following general plan
A. Contributions from individuals and organizations.
B. Dues collected from members
C. Income from the investment of its funds
D. Other sources which may be available, including fund raisers authorized by the directors.
The description and value of the assets of the corporation are:
Real property: None
Personal property: None
ARTICLE IV
The mailing address of the corporation’s registered office is: P O. Box 183, Lake Ann, Ml 49650.
The street address of the corporation’s registered office is: 19114 Birchview Trail, Lake Ann, MI 49650. The name of the resident agent at the registered office is Lee A Muehlmann.
The street address of the corporation’s registered office is: 19114 Birchview Trail, Lake Ann, MI 49650. The name of the resident agent at the registered office is Kathryn Garmes.
The street address of the corporation’s registered office is: 5144 Birch Glen Road, Lake Ann, MI 49650. The name of the resident agent at the registered office is Dave Maxson.
ARTICLE V
The name and mailing address of the incorporator is Sarah K. Thompson, 19114 Birchview Trail. Lake Ann, Ml 49650.
ARTICLE VI
The duration of the corporation is perpetual.
ARTICLE VII
No individual trustee or member of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any director, trustee, officer, member or any private shareholder or individual.
None of the assets or net earnings of the corporation shall inure to the benefit of the corporation’s directors. officers, or other private individuals. However, this provision does not limit the corporation’s ability to distribute assets to promote the corporation’s purposes, to pay reasonable compensation for services rendered to the corporation or to reimburse expenses incurred on behalf of the corporation.
ARTICLE VIII
The corporation shall have nine directors and shall consist of the four duly elected officers, the past president last holding office, and four members elected at large from the membership. Board members from the membership at large shall serve for a period of four years with two members elected at each odd-numbered year. The only exception shall be for the first election when one half of the directors may be elected for two years, and there shall be NO past president during the fIrst two years of the corporation.
The first directors shall be:
Carol Poulisse, TreasurerDiane Minicucci, SecretaryMichael Khoury, Vice PresidentLee A. Muehlmann. PresidentRon Brown, DirectorDick Unger, DirectorJoni Keskey, DirectorJudy Conant, Director
The corporation shall have nine directors and shall consist of the four duly elected officers and five members elected at large from the membership. Board members from the membership at large shall serve for a period of three years with no more than two members elected in any given year. The President and Vice President shall be elected annually for a term of one year, and may be reelected to succeed themselves. The President shall have served on the Board of Directors prior to nomination. The Treasurer and Secretary officers shall be elected alternately for a term of three years, and may be reelected to succeed themselves.
ARTICLE IX
A volunteer director of the corporation shall not be personally liable to the corporation (or its members or shareholders, if any) for monetary damages for a breach of the director’s fiduciary duty. However, this article shall not eliminate or limit the liability, if any, of a volunteer director for:
A. A Breach of the director’s duty of loyalty to the corporation (or its members or shareholders, if any) The amount of a financial benefit received by a Director or volunteer officer to which he or she is not entitled.
B. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law. Intentional infliction of harm on the corporation, its shareholders, or members.
C. A violation of section 551 (I) of the Michigan Non-ProfIt Corporation Act.
D. A transaction from which the director derived an improper personal benefit. An intentional criminal act.
E. An act or omission that is grossly negligent . A liability imposed under Section 497(A).
The term “volunteer director,” as used in this article, means a volunteer director as that term is defined in the Michigan Non-Profit Corporation Act as in effect from time to time.
Amendment or repeal of this article shall not apply to or have any effect upon the liability or alleged liability of any director of the corporation for any acts or omissions of the director occurring before the effective date of the amendment or repeal.
ARTICLE X
The corporation assumes all liability to any person other than the corporation (or its members or shareholders. if any) for all acts or omissions of volunteer directors in the good faith performance of their duties, except liability arising out of the ownership, maintenance. or use of a motor vehicle other than a motor vehicle owned by the corporation.
The term ”volunteer director,” as used in this article, means a volunteer director as that term is defined in the Michigan Non-Profit Corporation Act as in effect from time to time.
Amendment or repeal of this article shall not apply to or have any effect upon the liability or alleged liability of any director of the corporation for any acts or omissions of the director occurring before the effective date of the amendment or repeaL
ARTICLE XI
The corporation assumes all liability to any person other than the corporation for all acts or omissions of non-director volunteers occurring on or after the effective date of these amended and restated-articles of incorporation if:
A. The volunteer was acting (or reasonably believed that he or she was acting) within the scope of his or her authority.
B. The volunteer was acting in good faith.
C. The volunteer’s conduct did not amount negligence or willful and wanton misconduct.
D. The volunteer’s conduct was not an intentional tort.
E . The liability did not arise out of the ownership, maintenance or use of a motor vehicle other than a motor vehicle owned by the corporation and, in case of a motor vehicle owned by the corporation, the volunteer’s conduct was not a tort for which ton liability may be imposed as provided in section 3135 of the insurance Code of 1956.
ARTICLE XII
If the Michigan Non-Profit Corporation Act is amended to authorize corporate action further eliminating, limiting, or assuming the personal liability of volunteer directors or non-director volunteers, then the liability of a volunteer director or non-director volunteer will be eliminated, limited or assumed to the fullest extent permitted by the Michigan Non-Profit Corporation Act, as amended. Any repeal, modification or adoption of any provision in bylaws inconsistent with this article shall not adversely affect any right or protection of a volunteer director or nondirector volunteer existing at the time of the repeal, modification or adoption.
ARTICLE XIII
When the corporation is dissolved, after paying or making provision for payment of all liabilities of the corporation, the directors shall distribute the assets of the corporation as follows:
A. If any assets are held on a condition which occurs as a result of the dissolution, the assets shall be distributed according to the terms of the condition.
B. If there are any remaining assets, the directors shall distribute all of the remaining assets to one or more non-profit organizations organized and operated for the purposes of promoting and preserving water quality in the Northwest Michigan area, in amounts as the directors in their sole discretion may determine.
ARTICLE XIV
These articles of incorporation may be amended or restated by vote or action of a majority of the directors then in office.
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 in writing of proposed bylaw changes at least 30 days prior to the meeting called to consider revision of the bylaws and receive notices of changes enacted.
Section 3. “Electronic Transmission” or “Electronically Transmitted” is defined as an form of communication that meets all of the following:
* It does not involve the physical transmission of paper.
* It creates a record that may be retained and retrieved by the recipient.
* It may be directly produced in paper form by the recipient through an automated process.
Directors no physically present at a meeting or discussion may participate by means of remote communication and are considered present in person and can vote if all of the following are met:
* The corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a director.
* The corporation implements reasonable measures to provide each director a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings.
* If a director votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation.
I, the incorporator. sign my name this 6th day of May, 1999
Prepared by: Sarah A. Thompson, Incorporator
Sarah A. Thompson (P34161)
Attorney at Law
These Restated Articles of Incorporation were duly adopted on 6/27/2015 in accordance with the provisions of Section 641 of the Act. This document must be signed by an authorized officer or agent: were duly adopted by the shareholders, the members , or directors (if organized on a nonstock directorship basis). The necessary number of votes were cast in favor of these Restated Articles of Incorporation.
Submitted this second day of February, 2018 by:
Scott Hedberg, President
These Restated Articles of Incorporation were duly adopted on 8/8/2023 in accordance with the provisions of Section 641 of the Act. This document must be signed by an authorized officer or agent: were duly adopted by the shareholders, the members , or directors (if organized on a nonstock directorship basis). The necessary number of votes were cast in favor of these Restated Articles of Incorporation.
Signed the 10th of August, 2023 by:
Kathy Garmes, President