Volunteer  Memorandum
IMPORTANT NOTICE

As permitted by Michigan law, your Civic Association Board of Directors has passed a resolution to amend the Association’s Articles of Incorporation to protect volunteers serving the Association from potential legal liability.   The resolution and proposed amendment are reprinted below.   As noted in the letter (and in the resolution), a vote will be held at the Semi-Annual meeting on the adoption of the amendment on June 6, 2002, at 6:30 p.m. at the First Presbyterian Church.   Only members of the GCCCA association are allowed to vote.

RESOLUTION TO MINIMIZE THE PERSONAL LIABILITY OF
VOLUNTEER DIRECTORS, TRUSTEES, OFFICERS AND MEMBERS

WHEREAS, Golfcrest Country Club Association, Inc. is a non-profit corporation which relies heavily on the participation of volunteer directors, trustees and officers, who give of their time and talent in the administration and conduct of the Association’s affairs, and
            WHEREAS, the personal liability of volunteer directors, trustees and officers is a personal deterrent to their participation in the Association’s affairs, and
            WHEREAS, the Association is desirous of taking advantage of provisions in the Michigan Nonprofit Corporation Act which enable nonprofit corporations, such as the Association, to take corporate action to provide protection from personal liability, and
            WHEREAS, in that regard, the Association is desirous of amending its Articles of Incorporation to adopt and implement the referenced protection provided by said Act for volunteer officers, trustees, directors and members.

RESOLVED that the Golfcrest Country Club Civic Association’s Articles of Incorporation be amended to incorporate limitations on volunteer liability, in the form and manner annexed hereto.
            FURTHER RESOLVED, that, pursuant to the requirements of the Michigan Nonprofit Corporation Act, the foregoing amendments are subject to approval by the membership of the Golfcrest Country Club Civic Association.   To solicit such approval, a meeting of the membership shall be convened in accordance with applicable provisions of the Association’s By-laws.   Notice of the meeting shall comply with the requirements of Section 611 of the Michigan Nonprofit Corporation Act (MCLA 450.2611).   A meeting shall be held on Monday, June 6, 2002 at 6:00 p.m. at the First Presbyterian Church on Brady.   The Secretary is directed to give due notice of the time, place and object of the meeting in the Association’s newsletter or in a separate notice distributed to the members, doing so at least twenty (20) days prior to the date of the meeting..

AMENDMENT TO ARTICLES OF INCORPORATION OF
GOLFCREST COUNTRY CLUB ESTATES ASSOCIATION, INC.
ARTICLE  X

No member of the Board of Directors of the corporation who is a volunteer director, as that term is defined in the Michigan Nonprofit Corporation Act (“the Act”), or a volunteer trustee or officer shall be personally liable to the corporation or its members for monetary damages for a breach of the director’s or officer’s fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following:
            1.            a breach of the director’s, trustee’s of officer’s duty of loyalty to the corporation
                                     or its members;
            2.            acts or omissions not in good faith or that involve intentional misconduct or a
                                     knowing violation of law;
            3.            a violation of section 511(1) of the Act;
            4.            a transaction from which the director, trustee or officer derived an improper
                                     personal benefit;
            5.            an act or omission occurring before the filing of these articles of incorporation; or
            6.            an act or omission that is grossly negligent.

If the act is amended after the filing of this Amendment to the Golfcrest Country Club Civic Association’s Articles of Incorporation to authorize the further elimination or limitation of the liability of directors, trustees or officers of nonprofit corporations, then the liability of members of the Board of Directors or trustees or officers, in addition to that described in Article X, shall be eliminated or limited to the fullest extent permitted by the Act as so amended.   No amendment or repeal of Article X shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors, trustees or officers of this corporation for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal.

ARTICLE  XI

The corporation assumes the liability for all acts or omissions of a volunteer if all of the following conditions are met:

1.            the volunteer was acting or reasonably believed he or she was acting within the
                                      scope of his or her authority;
            2             the volunteer was acting in good faith;
            3.            the volunteer’s conduct did not amount to gross negligence or willful and
                                      wanton misconduct;
            4.            the volunteer’s conduct was not an intentional tort; and
            5.            the volunteer’s conduct was not a tort arising out of the ownership, maintenance,
                           or use of a motor vehicle for which tort liability many be imposed as provided as
                           provided in section 3135 of the Insurance Code of 1956, Act No. 218 of the Public
                           Acts of 1956, being section 500.3135 of the Michigan Complied laws.

May 13, 2002

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