By Laws

ARTICLES OF ASSOCIATION AND BY-LAWS OF GOLFCREST COUNTRY CLUB CIVIC ASSOCIATION

ARTICLE I CORPORATE STATUS

SECTION 1. This association is a non-profit corporation without capital stock and is incorporated under the provisions of Act No. 327 of the Public Acts of 1931, as amended, known as the Michigan General Corporation Act, and especially pursuant to Sections 117 to 132 of said statute. In the event of dissolution of this corporation, any remaining assets are to be distributed to a charitable organization selected by the last Board of Directors or their assigns.

SECTION 2. The name of the association is GOLFCREST COUNTRY CLUB CIVIC ASSOCIATION.

SECTION 3. The purpose or purposes of the association are as follows: 1. To promote the interest and welfare of the residents in and the property holders of Country Club Estates Subdivision and Golfcrest Subdivision in the City of Dearborn and State of Michigan; 2. To promote and procure the enforcement of building, zoning or other restrictions on property in said subdivisions or adjacent property where said subdivisions might be affected; 3. To act as trustee under building and use restrictions now in effect in said subdivisions or which may become effective hereafter. 4. To promote and procure the construction of and to insure the proper maintenance of necessary public improvements within said subdivisions or contiguous properties; and 5. To carry on any activity in connection therewith and incident thereto.

ARTICLE II MEMBERSHIP

SECTION 1. Membership in this association shall be limited to property owners in the subdivisions known as Country Club Estates and Golfcrest.

SECTION 2. Membership in this association shall comprise the incorporates named in the Articles of Incorporation and such other property owners in said areas who may apply for membership hereafter, provided membership is kept current by payment of annual dues.

ARTICLE III DUES

SECTION 1. Upon admission, each member (constituting one family) shall pay the sum of Twenty-five Dollars ($25.00). Annual dues will be $25.00 each year thereafter, said dues to become due and payable on the date provided for herein for annual meetings of the members.

ARTICLE IV MEMBERSHIP MEETINGS

SECTION 1. All meetings of the members shall be held at such places as the Board of Directors may designate.

SECTION 2. The annual meeting of the members shall be held during the month of October of each year, the exact date to be determined by the Board of Directors, each year, by proper resolution. Notice of said meeting will be by signage at the entrances of the Subdivision.

SECTION 3. Special meetings of the members may be called by the Board of Directors on their own motion and a special meeting shall be called whenever such meeting is requested, in writing, by at least ten (10) members, such request to state the purpose of such meeting. Business transacted at all special meetings shall be confined to that stated in the notice thereof. Notice of any special meeting will be by signage at the entrances of the Subdivision.

SECTION 4. At such meeting of the members, each member shall have the right to vote in person or by proxy appointed by an instrument in writing subscribed to by such member. The voting procedure shall be prescribed by and under the direction of the chairman. Ten (10) members shall constitute a quorum or the purpose of transacting business to come before any annual or special meeting of the members.

ARTICLE V BOARD OF DIRECTORS

SECTION 1. The property and lawful business of the association shall be held and managed by a Board of Directors subject to the specific direction of the general membership duly adopted by majority vote. The Board shall consist of eight (8) members. Seven members shall hold office for a term of three years; except that of those chosen in the first election. Three shall serve for one year, two shall serve for two years, and two shall serve for three years. The past-President shall hold a seat on the Board for one year as a non-voting member and acting as an advisor to the Board. Election of Directors shall be held annually to fill vacancies. Each Director shall serve until his successor is elected and qualified. The Board of Directors shall possess such powers and authority, in addition to the powers and authority herein specifically prescribed, as may be necessary to the complete execution of the purpose of the association.

SECTION 2. Regular monthly meetings of the Board shall be held with notice at such time and place as shall be determined by the Board.

SECTION 3. The President may call special meetings of the Board with five days notice to each of the Directors. Special meetings shall be called by the President or Secretary in like manner, with like notice on the written request of four Directors.

SECTION 4. At all meetings of the Board of Directors, a majority of its members shall constitute a quorum to transact business, and all action of the Board shall be upon majority vote of those present, provided, however, that any number less than a quorum may adjourn the meeting from time to time until a quorum shall be present, notice of any such adjournment to be given by the Secretary to Directors not present.

ARTICLE VI COMMITTEE

SECTION 1. The Board of Directors shall appoint such committees with such powers, as it may from time to time deem necessary or advisable.

ARTICLE VII OFFICERS

SECTION 1. The Board of Directors, upon incorporation and at their first meeting imediately following each annual meeting of the members, shall choose a President, Vice-President, Secretary, and Treasurer from their own number.

SECTION 2. The Board of Directors may appoint such other officers, agents and employees as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties and shall receive such compensation as shall be determined by the Board of directors.

SECTION 3. The officers of the association shall hold office for a term of one year and provided that no officer shall serve for more than three consecutive terms. They shall serve until their successors are elected and qualified. Any officer appointed or elected by the Board of Directors may be removed at any time by a majority vote of the Board.

PRESIDENT

SECTION 4. The president shall be the chief executive officer of the association. He shall preside at all meetings and shall have general and active management of the business of the association. He shall see that all orders and resolutions of the Board of Directors are carried out and execute on behalf of the association any instrument in writing necessary to effectuate the same.

VICE-PRESIDENT

SECTION 5. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors may prescribe.

SECRETARY

SECTION 6. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members. He shall keep a permanent record of the minutes of such meetings, and shall perform like duties for committees when required. He shall give, or cause to be given, notices of all meetings to the members, and other meetings when required. He shall keep a permanent record of the various members and shall perform such other duties as may be prescribed by the Board of Directors or the President.

TREASURER

SECTION 7. The Treasurer shall have custody of the association funds and securities, and shall keep full and accurate account of all receipts and disbursements in books belonging to the association, and shall deposit all moneys and other valuable effects in the name and credit of the association in such depositories as shall be designated by the Board of Directors. All checks and orders for the payment of money of the association shall be signed or endorsed by the Treasurer and President. The fiscal year of the association shall begin on the l st. day of each year and the Treasurer's books shall be closed as the last day of December of each year.

ARTICLE VIII VACANCIES

SECTION 1. As the office of any Director, or any other officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Board of Directors then in office, no less than a quorum, by a majority vote, may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.

ARTICLE IX AMENDMENTS

SECTION 1. These bylaws may be altered or amended by the affirmative vote of a majority of the members present at any regular or special meeting of the members, notice of which shall have been given as herein required, provided draft statement of the proposed amendment has been supplied to the members at least two weeks prior to such meeting.