Association By-laws

PHEASANT RUN HOMEOWNER'S ASSOCIATION MONROE

BY-LAWS

ARTICLE I

MEETINGS

Section 1. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the members as may be designated by the Board of Directors. Meetings of the Association shall be conducted in accordance with Sturgis' Code of Parliamentary Procedure, Robert's Rules of Order, or some other generally recognized manual of parliamentary procedure, when not otherwise in conflict with the Articles of Incorporation, these By-Laws, or the laws of the State of Michigan.

Section 2. Membership in the Association and voting by members of the Association shall be in accordance with the following provisions:

1. Each member shall be a member of the Association and or other person or entity shall be entitled to membership. Membership in the Association shall be limited to persons or entities who own one (1) or more lots in Pheasant Run, in Berlin Township, Monroe County, Michigan.

1. The share of a Member in the funds and assets of the Association, if any, cannot be assigned, pledged, or transferred in any manner except as an appurtenance to his parcel in Pheasant Run.

1. Except as limited in these By-Laws, each Member shall be entitled to one (1) vote for each parcel owned.

1. The presence in person or by proxy of Thirty Percent (30%) of the members qualified to vote shall constitute a quorum for holding a meeting of the members of the Association.

1. A majority shall consist of more than 50% of those qualified to vote and present in person or by proxy.

The First Annual Meeting of Members of the Corporation shall be held on a date and time set by the Board of Directors, and thereafter the annual meeting of members of the Association shall be held on the Second Wednesday in May or such other date that may be established by the Board of Directors. The members may transact at Annual Meetings all business of the Corporation as may properly come before them.

Section 3. It shall be the duty of the President to call a Special Meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by one-third (1/3) of the members presented to the Secretary of the Association. Notice of any Special Meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 4. It shall be the duty of the Secretary (or other Association officer in the Secretary's absence) to serve a notice of each Annual or Special Meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each member of record at least ten (10) days, but not more than sixty (60) days, prior to such meeting. The mailing, with proper postage, of a notice to each member at their address in Pheasant Run shall be deemed notice served. Any member may, by written waiver of notice signed by such member, waive such notice, and such waiver, when filed in the records of the Association, shall be deemed due notice.

Section 5. If any meeting of members cannot be held because a quorum is not in attendance, the members who are present may adjourn the meeting subject to the same notice requirements an the required quorum at that meeting shall be 1/2 of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The affairs of the Corporation shall be governed by a Board of five (5) directors, all of whom must be members of the Corporation or officers, partners, trustees, employees, or agents of members of the Corporation except for the first Board of Directors which may also be a lesser number of Directors designated in the Articles of Incorporation of the Association. Directors shall serve without compensation.

Section 2. The First Board of Directors designated in the Articles of Incorporation shall manage the affairs of the Corporation until a successor Board of Directors is elected at the First Annual meeting of Members of the Corporation convened at the time required by Article I, Section 2 of these By-Laws. The term of office (except for the original Board of Directors which may be less) of each Director shall be on (1) year. Other than the original Board of Directors, Directors shall only hold office as long as they own a lot in Pheasant Run.

Section 3. The Board of Directors shall have the powers and duties set forth in the Articles of Incorporation, these By-Laws or the Declaration of Restrictions for Pheasant Run.

Section 4. Regular meetings of the Board of Directors shall be held at the same as the annual meeting of the Association, or such other place and time as determined by a majority of the Directors.

Section 5. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director given personally, by mail, telephone, or Fax which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of one (1) Director.

Section 6. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meetings of the Board shall be deemed a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 7. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof, shall constitute the presence of such Director for purposes of determining a quorum.

Section 8. The Board of Directors may require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be expenses of administration.

ARTICLE III

OFFICERS

Section 1. The principal officers of the Association shall be a President, who shall be a member of the Board of Directors, Vice-President, Secretary, and Treasurer. The Directors may appoint an Assistant Treasurer, an Assistant Secretary, and such other officers as in their judgment may be necessary. Any two (2) officers, except that of President and Vice-President, may be held by one (1) person.

Section 2. The officer of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.

Section 3. Upon affirmative vote of a majority of the members of the Board of Directors, any officer may be removed either with or without cause and his successor elected at any regular meeting of the Board of Directors or at any Special Meeting of the Board of Directors called for such purpose.

Section 4. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the officer of the President of an Association, including , but not limited to, the power to appoint committees from among the members of the Association from time to time as he may in his discretion deem appropriate to assist in the conduct of the affairs of the Association.

Section 5. The Vice-President, if any, shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President not the Vice-President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice-President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors

Section 6. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association; he shall have charge of the corporate seal and of such books and papers as the Board of Directors may direct, and he shall, in general, perform all duties incident to the office of the Secretary.

Section 7. The Treasurer shall have responsibility for the Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, and in such depositories as may, from time to time, be designated by the Board of Directors.

Section 8. The officers shall have such other duties, powers, and responsibilities as shall, from time to time, be authorized by the Boards of Directors.

ARTICLE IV

SEAL

The Corporation may have a seal which shall have inscribed thereon the name of the Corporation, the words "Corporate Seal," and "Michigan."

ARTICLE V

FINANCE

Section 1. All costs incurred by the Association in satisfaction of any liability arising within, caused by, or connected with the maintenance of the common areas, including, but not limited to any of the following that are not dedicated, conveyed or controlled by a municipality or governmental agency: roadway, detention pond, parks, entryway signs, easements, along with accompanying landscaping, or administration of Pheasant Run or Pheasant Run Homeowner's Association Monroe, shall constitute expenditures affecting the administration of the Subdivision, and all sums received as the proceeds of, or pursuant to, a policy of insurance securing the interest of the Members against liabilities or losses arising within, caused by, or connected with the above items or administration of the Association shall constitute receipts and be handled as outlined below.

Section 2. Receipts for normal operation of Pheasant Run Homeowners Association Monroe shall be from assessment of the Members. Each purchaser of a lot in Pheasant Run had been assessed Twenty ($20.00) dollars to create an initial fund. When this fund has been used or when the Board of Directors feels it is necessary, the Board shall establish and assessment of Members to replenish or enlarge that fund. Members shall be assessed on an equal basis based on the number of lots that they own. The Board of Directors shall establish an annual budget in advance for each fiscal year and such budget shall project all expenses for the forthcoming year which may be required for the proper operation, management and maintenance of Pheasant Run, including a reasonable allowance for contingencies and reserves. Upon adoption of that budget, the Board of Directors shall deliver copies to each of the Members and assessments for that year shall be established based upon that budget. The Board of Directors shall have the authority to increase the assessment or levy additional assessments or special assessments as may be deemed necessary.

Section 3. All assessments levied shall be in accordance with the Declaration of Restrictions for Pheasant Run Homeowner's Association Monroe.

Section 4. The Association may enforce collection of delinquent assessments by a suit at law for a money judgment or foreclosure of a lien that the Association is entitled to in order to secure payment of assessments. The provisions of Michigan law pertaining to foreclosure of mortgages by judicial action and by advertisement, as the same may be amended from time to time, are incorporated herein by reference for the purposes of establishing the alternative procedures to be followed in lien foreclosure actions and the rights and obligations of the parties to such actions. Further, each Member and every other person who from time to time has any interest in Pheasant Run, shall be deemed to have authorized and empowered the Association to sell or to cause to be sold the lot with respect to which the assessment(s) is or are delinquent and to receive, hold and distribute the proceeds of such sale in accordance with the priorities established by applicable law. Notwithstanding the foregoing, neither judicial foreclosure action nor a suit at law for a money judgment shall be commenced, nor shall any notice of foreclosure by advertisement be published, until the expiration of then (10) days after mailing, by first-class mail, postage prepaid, addressed to the delinquent Member(s) at his or their last known address of a written notice that one (1) or more installments of the annual assessment levied against the pertinent lot is or are delinquent and the Association may invoke any of its remedies hereunder if the default is not cured within the (10) days after the date of mailing. Such written notice shall be accompanied by a written Affidavit of an authorized representative of the Association that sets forth: (1) the affiant's capacity to make the Affidavit, (2) the authority for the lien; (3) the amount outstanding (exclusive of interest, costs, attorney fees, and future assessments); (4) the legal description of the subject parcel(s); and (5) the names(s) of the Member(s) of record. Such Affidavit shall be recorded in the officer of the Register of Deeds in Monroe County prior to the commencement of any foreclosure proceeding, but if need not have been recorded as the date of mailing as aforesaid. If the delinquency is not cured within the ten (10) day period, the Association may take such remedial actions as may be available to it hereunder or under Michigan law. In the event the Association elects to foreclose the lien by advertisement, the Association shall so notify the representative designated above and shall inform such representative that he may request a judicial hearing by bringing suit against the Association. The expenses incurred in collection of unpaid assessments, including interest, cost, actual attorney fees, (not limited to statutory fees) and advances for taxes or other liens paid by the Association to protect its lien, shall be chargeable to the Member in default and shall be secured by the lien on his lot. In the event of default by any Member in the payment of any installment of the annual assessment levied against his lot. the Association shall have the right to declare all unpaid installments of the annual assessment for the pertinent fiscal year immediately due and payable, however, the Member may not be liable for the total unpaid annual assessment if the Association can gain possession of the parcel and mitigate its damages. A Court of competent jurisdiction may also determine what is owed and such determination would supersede the liability for the total unpaid annual assessment. The Association also may discontinue the furnishing of any services to a Member in default upon seven (7) days written notice to such Member of its intention to do so. A Member in default shall not be entitled to vote at any meeting of the Association so long as such default continues.

Section 5. The fiscal year of the Corporation shall be an annual period commencing on such date as may be in initially determined by the Directors. The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause.

Section 6. The funds of the Corporation shall be deposited in such bank as may be designated by the Directors and shall be withdrawn only upon the check or order of such officers, employees, or agents, as are designated by resolution of the Board of Directors from time to time.

ARTICLE VI

AMENDMENTS

Section 1. Amendments to these By-Laws may be proposed by the Board of Directors of the Association acting upon the vote of the majority of the Directors, by one-third (1/3) or more in number of the members, or by instrument in writing signed by them.

Section 2. Upon any such Amendment being proposed, a meeting for consideration of same shall be duly called in accordance with the provisions of the Association By-Laws.

Section 3. These By-Laws may be amended by the Association at any regular Annual Meeting or a Special Meeting called for such purpose by an affirmative vote of not less than sixty six an two-third percent (66 2/3%) of all Members.

Section 4. A copy of each Amendment to the By-Laws shall be furnished to every member of the Association after adoption; provided, however, than any Amendment to these By-Laws that is adopted in accordance with this Article shall be binding upon all persons who have an interest in Pheasant Run irrespective of whether such person actually receive a copy of the Amendment.