CONSTITUTION & BY-LAWS of the GREENCASTLE CIVIC & IMPROVEMENT ASSOCIATION FARMINCTON HILLS, MICHIGAN As Approved March 19,

1991

CONSTITUTION
Article 1 - Name The name of this organization shall be: Greencastle Civic & Improvement Association (Inc.) Article 2 - Purpose The GC&IA will operate as a non-profit organization incorporated under the laws of Michigan as per Articles of Incorporation dated 9/30/54. The Association will act to promote the general welfare of the residents of Greencastle Subdivision; to insure an impartial and strenuous enforcement of uniform restrictions existing on such lands; to provide for maintenance of roads needed beyond that provided by local or state governments; to work with local authorities for better police and fire protection; to promote the welfare of public schools in the community; and generally, in all ways, to do and perform those acts calculated to maintain the value of property within the subdivision, and to provide pleasant living conditions within the area. Article 3 - References The following words, terms, or abbreviations shall be defined as follows: GC&IA or the Association: The Greencastle Civic & Improvement Association. Members: Members of the GC&IA. Property Owners: Individuals, businesses, or corporations holding legal title to property within Greencastle Subdivision. Property Owners as Members is defined in Article 5 Membership, of the Constitution. Subdivision: Greencastle Subdivision. said plat: reference to the legal description of lands constituting the Subdivision as appearing in titles of record in the office of the Register of Deeds, Oakland County, MI. first parties: references to the Grantors, Ralph T. and Grace C. Coryell, agents of the developers of the Subdivision and/or GC&IA assignees of all rights, powers, titles, easements, and estates in the Subdivision, reserved unto themselves by said Grantors. Page 1 of 10

Article 4 - Conflicting Provisions Any question regarding any provision of this Constitution and By-Laws found to be in conflict with the legal Deeded Restrictions shall be resolved in favor of the Restrictions. Article 5 - Membership Membership in the GC&IA is achieved automatically by the ownership of Subdivision property. The current Property Owner(s) of each lot constitute one membership and shall be entitled to exercise one vote per lot owned subject to rights, restrictions, and limitations as outlined in this document. Article 6 - Officers The officers of the GC&IA shall consist of a President, Vice President, Treasurer, Secretary, and Chairpersons of the standing committees named in the By-Laws. Chairpersons of temporary committees established by presiding officers shall be considered officers. Terms of office will start the January following their election in October of the previous year and will continue throughout the fiscal year (as defined in Article 7) Chairpersons of temporary committees shall have a term of office established as the duration of their committee. Duties of the officers are defined in the By-Laws. Any officer may be removed from his/her office for cause by majority vote of the membership at any regular or special meeting. A public hearing shall be granted to the officer in question if requested. A vacancy occurring in any office, deemed by the other officers to be permanent, may be filled at any regular or special meeting in the same manner as prescribed for regular elections. A vacancy deemed temporary may be filled by a majority vote of the officers. Article 7 - Fiscal Year The fiscal year of this Association shall correspond to the calendar year. Article 8 - Deeded Restrictions The entire Deeded Restrictions on Greencastle Subdivision as recorded in the office of the Register of Deeds for Oakland County, MI, is hereby made a part of this Constitution and ByLaws. Said provision (Section 1) is enacted by authority of the assignment, by the Grantors, of all rights powers, titles, easements, and estates to the Association according to document dated 1/21/55, in file with the Secretary of this Association and as recorded in Liber 3271 page 257 in the office of the Register of Deeds for Oakland County, MI. Page 2 of 10

Article 9 Maintenance Charge Every lot shall be subject to an annual maintenance charge as provided in Sections 9 & 10 of the Restrictions. The current level of charge shall be recorded in the minutes of the general membership meeting as required. This charge becomes due annually on January 1st in advance for that year and shall be payable on or before March 1st of that year. The maintenance charge shall only be payable in U.S. negotiable funds. No offer of services or materials is to be accepted. This Constitution and By-Laws may be amended at any regular general or special membership meeting by a 2/3rds vote of all members in good standing present, the proposed amendment (5) having been printed and mailed to all property owners at least 7 days in advance of the scheduled approval meeting and announced at the first previously scheduled regular meeting. No amendment shall be made to any section of the Restrictions, excepting only Sections 9 & 10 relating to changes in the maintenance charge as provided.

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BY-LAWS
Article 1 - Duties of Officers All officers shall strive to perform these listed minimum duties while acknowledging that these list are not intended to be their only duties. The officers of the Association will perform all duties necessary to carry out the Purpose of the Association as described in Article 2 of the Constitution. Section 1 President The President shall: preside at all meetings of the officers and general membership. act as ex-officio member of all committees. exercise general supervision of all Association activities. authorize and countersign all checks in payment of GC&IA indebtedness per Article 5 Finances. at the beginning of his/her term obtain from the past President all necessary records and correspondence and insure the continuation of appropriate documentation. At the end of his/her term pass on all such documentation to the new President. coordinate the date, time, and place of all officer and general membership meetings and prepare agendas for such for printing and mailing by the Secretary. represent the Association at all necessary civic, community, and governmental meetings where the welfare of the Subdivision is concerned. review, with the Chairperson of the Roads & Restrictions Committee, plans for any new construction (for which legal permit is required) by any property owner within the Subdivision. prepare and deliver a State of the Subdivision Address at the general membership meeting in January outlining previous years progress toward goals and next years goals. oversee all elections. Section 2 - Vice President The Vice President shall: during a temporary absence or vacancy of the Presidents office, until his/her return or successor elected, assume all of the rights and duties of that office, including the countersigning of check in payment of Association indebtedness per Article 5 - Finances. assist the President as needed. cast a ballot for every proxy received; verifying the good standing of each proxy prior to the vote. notify the Secretary and Treasurer of all changes in property ownership within the Subdivision, name(s) and phone number of the new Property Owners to be provided. at the beginning of his/her term, obtain from the past Vice President all necessary records and correspondence and insure the continuation of appropriate documentation. At the end of his/her term pass on all such documentation to the new Vice President. Page 4 of 10

Section 3 - Secretary The Secretary shall: handle all correspondence other than that pertaining to the Treasurer. prepare and mail notices of all regularly scheduled general membership meetings at least 7 days prior to such. Also prepare and distribute notice of special/emergency meetings. make a permanent record of the minutes of all officer and general membership meetings. keep and maintain an accurate Subdivision directory with publication to the Members at least once annually. arrange for a meeting place when directed by the President. act as custodian of all past records of the Association and file such records in a convenient and accessible manner. Permit any Member to examine them at a reasonable hour with due notice. Permit any officer to remove any record; permit any Member to remove any record with the consent of the President. At the end of his/her term pass on these records and documentation to the new Secretary or President. mail to every Member a copy of the latest Constitution, ByLaws, directory, and Deeded Restrictions within 60 days of its adoption. in the event of probable absence from a meeting, insure that a copy of the previous meetings minutes is delivered to the President. provide written notification to the necessary local government(s) and authorities of newlyelected officers and their addresses. Section 4 - Treasurer The Treasurer shall: make an accurate and permanent record of all funds spent and received by the Association and will have custody of these funds. keep a permanent ledger record of the account of every Member showing charges, payments, and balance. keep an accurate record of all obligations of the Association and for all normally recurring obligations, receipts up to 1 year past the date due. initiate payment by check for all authorized obligations of the Association. Any check issued must have the countersignature of a second officer as designated in Article 5 Finances. secure a receipt for every disbursement for the record. deposit all funds received in a bank agreed to by the officers. make no disbursement exceeding $100 for any one purpose or project unless authorized by the Members. This authorization may be by majority vote at a meeting of the general membership where a quorum exists or in writing by a majority of all Members in good standing. Make no disbursement less than $100 for any one purpose or project unless authorized by the Members as noted in this paragraph or by majority vote of the officers. collect the maintenance charges, statements of money due having been received by the Members before March 1st for the coming year. Notify all Members of their outstanding balance at this time. submit a detailed cash flow report at each regular officers and general membership Page 5 of 10

meeting. submit an annual report or together with all supporting documents, to the Auditor immediately after the end of the fiscal year for auditing and reading at the annual January meeting. file with the Register of Deeds for Oakland County an affidavit stating the existence of a lien against any lot within the Subdivision upon which maintenance charges remain unpaid for a period of 2 years or more. The affidavit is to name the amount and period of the delinquency and filed after March 31st of the 2nd delinquent year. The Property Owner is to be notified in writing 6 weeks in advance of the intent to place the lien. A separate file of liens is to be held by the Treasurer. A notice of discharge of lien is to be filed within 10 days of the clearance of the indebtedness. A summary list of all liens filed is required. at the end of his/her term pass on to the new Treasurer or President all records and documentation. Section 5 - Committee Chairpersons

These officers shall: at the beginning of his/her term, obtain from the past officer all necessary records and correspondence and insure the continuation of appropriate documentation. At the end of his/her term pass on all such documentation to the new officer or Presidentelect if no new officer is elected. deliver a status report of their committees activities at each regular officers and general membership meetings. A written summary is to be provided to the President and Secretary if so requested. appoint members to their committees as required to perform assigned tasks. perform all tasks necessary to fulfill the responsibilities outlined for their committees in Article 2 of the By-Laws. assist the President and/or Vice President in the representation of the Subdivision in all legal matters affecting the Subdivision. assure that no conflict of interest occurs within their committee.

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Article 2 - Duties of Committees Section 1 - Roads & Restrictions This committee shall: examine all plans submitted for proposed new and/or modified construction within the Subdivision referencing and abiding by both the Deeded Restrictions and current allowable practice. Advise the President as to the acceptability of these plans to the Subdivision. The committee chair shall see to the signing of all plans by both themself and the President with return to the requesting Property Owner within 10 business days or forego the right to disapprove the plans. Disapproved plans to be returned stating reason(s) for disapproval. maintain documentation on all plans submitted for consideration noting date of receipt, date of approval or rejection, and any reason for rejection specifically. A copy of each signed plan is to be kept. see to the maintenance of all roads, road signs and traffic signals within the Subdivision. Make necessary contacts with local government offices to arrange repair, replacement, or new installation. oversee maintenance of road services such as snow and ice removal, drainage, public easements, lighting, etc. Section 2 - Beautification This committee shall: supervise landscaping and planting of public areas within the Subdivision. maintain the entrance sign. cooperate with Property Owners and residents in the removal of unsightly objects, lawn maintenance, and general property upkeep. Section 3 - Safety This committee shall: work with the Property Owners, residents, and public authorities to eliminate dangerous hazards and practices of all types within the Subdivision. inform the Property Owners and residents of public programs and assistance available designed to promote a safer community. Section 4 - Social This committee shall: supervise arrangements for Subdivision parties, functions, or other gatherings. officially welcome all new members and present them with a copy of the most current directory, ByLaws, and Constitution. in the event of any death of a GC&IA Member or member of their immediate family residing in the Subdivision, send flowers or a memorial contribution not to exceed $30. A vote for this approval is not required. Page 7 of 10

Article 3 - Meetings and Notification Section 1 - Quorum A quorum exists for all regular and special meetings of the general membership when at least 1 representative of each of 10 memberships is present and in good standing. A quorum is required for the election of all new officers and approval of expenditures. A quorum exists for any meeting of the officers when at least 60% of the officers are present and in good standing. A quorum is required for the creation/termination of all officer posts and approval of expenditures. Section 2 - Regular Meeting Dates Regular meetings of the general membership will be held quarterly, with these meetings to occur within the months of January, April, July, and October. Specific date, time, and location of the meeting to be decided by the officers or set by the direction of the President should the officers be unable to reach consensus. Only by majority vote of the officers will any meeting of the general membership be aborted or moved from its planned month. Regular meetings of the officers will occur as premeetings to the general membership meetings. The prime purpose of these will be to schedule and set the agenda for the general membership meeting. Section 3 - Special Meetings Special meetings of the general membership may be called at any time at the discretion of the officers or by written demand upon the President signed by at least 10% of the Members. All Members shall be notified in writing at least 1 week in advance of such meeting with a statement of purpose for the meeting. Special meetings of the officers or any subset of officers may be called at any time by the President or by demand upon the President by at least 1/2 of the officers. Notification of the meeting to pertinent officers will be made with due respect for personal regard while expediting the meeting scheduling to accommodate the timeliness of the subject matter. Section 4 Notice of Meetings Written notice of every regular membership meeting date, time, and place shall be distributed to every Member by the Secretary not less than 1 week prior to such meetings. Notice of every regular officers meeting date, time, and place shall be given to every officer by the President not less than 1 week prior to such meeting.

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Section 5 - Order of Business At any regular meeting of the general membership the order of business will be: call to order roll call Secretarys report Treasurers report committee chairs reports old business new business adjourn At the regular meeting of the general membership in January, elections will follow new business. Section 6 - Voting Only members in good standing shall have voting rights at any meeting. Members shall be in good standing during the period of January 1st to March 31st provided their maintenance charges for preceding years are fully paid. Members shall be in good standing after March 31st provided all previous as well as current year maintenance charges are fully paid. Any Member in good standing may vote on any issue by written and signed proxy, delivered to the Vice President in advance of any meeting. Article 4 Elections Election of officers is to occur at the annual general membership meeting in October. The President will conduct the elections after the close of business. A quorum is required to hold the elections. Nominations and voting will be open, not secret. Only Members in good standing will be allowed to nominate, or vote. The Treasurer is responsible for the certification of any Members good standing. Nominations and voting may be made by any Member by proxy. Any vote made by proxy for a candidate not accepting the nomination, will be voided. Nominations will be solicited from the floor for all new and existing positions, except as outlined below. Only Members in good standing may be nominated. All nominations must be seconded by a Member in good standing and consent to serve by the nominee obtained before a vote can occur. A simple majority of votes cast shall be sufficient to elect. The Vice President shall cast proxy votes during the election of the officer(s) for which the proxy is submitted. Page 9 of 10

An office may be created or cancelled at the regular officers meeting prior to elections by a simple majority vote. A quorum of officers must be present. Article 5 - Finances All funds received under the auspices of the Association from whatever source shall be the property of the Association and shall be in the custody of the Treasurer. All disbursements of these funds shall be by check upon presentation of a valid voucher or receipt. All checks must be signed by the Treasurer and President or second officer as designated by a majority of the officers. The officers, by majority vote, shall be allowed to approve the expenditure of up to $100 for any one project or purpose. The general membership, by majority vote, must approve the purpose and amount of all proposed expenditures over $100. Article 6 - Ratification The provisions of this Constitution and By-Laws shall be in force and have effect 8/1/91, having been adopted at the regular meeting of the officers and general membership meeting preceding said date in accordance with Article 10 of the Constitution. Publication of this document shall occur according to Article 1, Section 3 of these newly adopted By-Laws.

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