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By Laws

Click here for PDF file of Century Farms By Laws
By-Laws of Century Farm Association

Article I
Name and Location

The name of the corporation is Century Farm Association, 
hereinafter referred to as the "Association". The principal office 
of the corporation shall be at 31313 Northwestern Highway, 
Suite 100, Farmington Hills, Michigan 48024, but meeting of 
members and directors may be held at such place within the 
State of Michigan, Counties of Wayne or Oakland,as may be 
designated by the Board of Directors.
                              
Article II
Definitions

Section 1. "Association" shall mean and refer to Century Farm
Association, it's successors and assigns.

Section 2. "Properties" shall mean and refer to that certain real
property described in the Declaration of Covenants, Conditions 
and Restrictions, and such additions thereto as may hereafter 
be brought within the jurisdiction of the Association.

Section 3. "Common Area" shall mean all real property owned 
by the Association for the common use and enjoyment of the 
Owners.

Section 4. "Lot" shall mean and refer to any plot of land shown 
upon any recorded subdivision map of the Properties with the 
exception of the Common Area.

Section 5. "Owner" shall mean and refer to the record owner, 
whether one or more persons or entities, of the fee simple title 
to any Lot which is a part of the Properties, including contract 
sellers, but excluding those having such interest merely as 
security for the performance of an obligation.

Section 6. "Declarant" shall mean and refer to National Housing
Corporation, its successors and assigns if such successors or 
assigns should acquire more than one undeveloped Lot from 
the Declarant for the purpose of development.      

Section 7. "Declaration" shall mean and refer to the Declaration 
of Covenants, Conditions, and Restrictions applicable to the 
Properties recorded in the Register of Deed, Wayne County, 
Michigan.

Section 8. "Member shall mean and refer to those persons 
entitled to membership as provided in the Declaration.

Article III

Section 1. Annual Meetings. The first annual meeting of the
members shall be held with one year from the date of 
incorporation of the Association, and each subsequent regular 
annual meeting of the members shall be held on the same day 
of the same month of each year thereafter, at the hour of eight 
o'clock, P.M. If the day for the annual meeting of the members 
is a legal holiday, the meeting will be held at the same hour on 
the first day following which is not a legal holiday.

Section 2. Special Meetings. Special meeting of the members 
may be called at any time by the President or by the Board of 
Directors, or uponwritten request of the members who are 
entitled to vote one-fourth(1/4) of all of the votes of the Class 
A membership.

Section 3. Notice of Meetings. Written notice of each meeting 
of the members shall be given by, or at the direction of the 
Secretary or person authorized to call the meeting, by mailing 
a copy of such notice, postage prepaid, at least 15 days before 
such meeting to each member entitled to vote thereat, 
addressed to the member's address last appearing on the books 
of the Association or supplied by such member to the 
Association for the purpose of notice. Such notice shall specify
the place, day, and hour of the meeting, and, in the case of a 
special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of members
entitled to cast, or of proxies entitled to cast, one-tenth (1/10) 
of the votes of each class of membership shall constitute a 
quorum for any action except as otherwise provided in the 
Articles of Incorporation, the Declaration, or these By-Laws. If, 
however, such quorum shall not be present or represented at 
any meeting, the members entitled to vote thereat shall have 
power to adjourn the meeting from time to time, without 
notice other than announcement at the meeting, until a
quorum as aforesaid shall be present or represented.

Section 5. Proxies. At all meetings of members, each member 
may vote in person or by proxy. All proxies shall be in writing 
and filed with the Secretary. Every proxy shall be revocable 
and shall automatically cease upon conveyance by the member 
of his Lot.

Article IV
Board of Directors: Selection: Term of Office

Section 1. Number. The affairs of this Association shall be 
managed by a Board of nine (9) directors, who need not be 
members of the Association.

Section 2. Term of Office. At the first annual meeting the 
members shall elect three (3) directors for a term of one (1) 
year, three (3) directors for a term of two (2) years and three (3) 
directors for a term of three (3) years; and at each annual 
meeting thereafter the members shall elect three (3) directors 
for a term of three (3) years.

Section 3. Removal. Any director may be removed from the 
Board, with or without cause, by a majority vote of the 
members of the Association. In the event of death, resignation 
or removal of a director,his successor shall be selected by the 
remaining members of the Board and shall serve for the 
unexpired term of his predecessor.

Section 4. Compensation. No director shall receive 
compensation for any service he may render to the 
Association. However, any director may be reimbursed for his 
actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The directors shall 
have the right to take any action in the absence of a meeting 
which they could take at a meeting by obtaining the written 
approval of all the directors. Any action so approved shatl have 
the same effect as though taken at a meeting of the directors.

Article V
Nomination and Election of Directors

Section 1. Nomination. Nomination for election to the Board of
Directors shall be made by a Nominating 
Committee.Nominations may also be made from the floor at 
the annual meeting. The Nominating Committee shall consist 
of a Chairman, who shall be a member of the Board of 
Directors, and two or more members of the Association. The
Nominating Committee shall be appointed by the Board of 
Directors prior to each annual meeting of the members, to 
serve from the close of such annual meeting until the close of 
the next annual meeting and such appointment shall be 
announced at each annual meeting. The Nominating 
Committee shall make as many nominations for election to
the Board of Directors as it shall in its discretion determine, 
but not less than the number of vacancies that are to be filled. 
Such nominations may be made from among members or 
non-members.

Section 2. Election. Election to the Board of Directors shall be 
by secret written ballot. At such election the members of their 
proxies may cast, in respect to each vacancy, as many votes as 
they are entitled to exercise under the provisions of the 
Declaration. The persons receiving the largest number of votes 
shall be elected. Cumulative voting is not permitted.
                                     
Article VI
Meetings of Directors

Section 1. Regular Meetings. Regular meetings of the Board of
Directors shall be held monthly without-notice, at such place 
and hour as may be fixed from time to time by resolution of 
the Board. Should said meeting fall upon a legal holiday, then 
that meeting shall be held at the same time on the next day 
which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of
Directors shall be held when called by the President of the 
Association,or by any two directors, after not less than three 
(3) days notice to each director.

Section 3. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business. Every act 
or decision done or made by a majority of the directors present 
at a duly held meeting at which a quorum is present shall be 
regarded as the act of the Board.

Article VII
Powers and Duties of the Board of Directors

Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of 
the Common Area and facilities, and the persona) conduct of 
the members and their guests thereon, and to establish 
penalties for the infraction
thereof;

(b) suspend the voting rights and right to use the recreational
facilities of a member during any period in which such member 
shall be in default in the payment of any assessment levied by 
the Association. Such rights may also be suspended after 
notice and hearing, for a period not to exceed 60 days for 
infraction of published rules and regulations;

(c) exercise for the Association all powers, duties and authority
vested in or delegated to this Association and not reserved to 
the membership by other provisions of these By-Laws, the 
Articles of Incorporation, or the Declaration;

(d) declare the office of a member of the Board of Directors to be
vacant in the event such member shall be absent from three (3)
consecutive regular meetings of the Board of Directors; and

(e) employ a manager, an independent contractor, or such other
employees as they deem necessary, and to prescribe their 
duties.

Section 2. Duties. It shall be the duty of the Board of Directors 
to:

(a) cause to be kept a complete record of alt its acts and 
corporate affairs and to present a statement thereof to the 
members at the annual meeting of the members, or at any 
special meeting when such statements is requested in writing 
by one-fourth (1/4) of the Class A members who are entitled to 
vote;

(b) supervise all officers, agents and employees of this 
Association, and to see that their duties are properly performed;

(c) as more full provided in the Declaration, to:

(1) fix the amount of the annual assessment against each Lot at
least thirty (30) days in advance of each annual assessment
period;
(2) send written notice of each assessment to every Owner 
subject thereto at least thirty-{30) days in advance or each 
annual assessment period; and
(3) foreclose the lien against any property for which
assessments are not paid within thirty (30) days after due date 
or to bring an action at law against the owner personally 
obligated to pay the same;

(d) issue, or to cause an appropriate officer to issue, upon 
demand by any person, a certificate setting forth whether or 
not any assessment has been paid. A reasonable charge may be 
made by the Board for the issuance of those certificates. If a 
certificate states an assessment has been paid, such certificate 
shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard 
insurance on property owned by the Association;

(f) cause all officers or employees having fiscal responsibilities 
to be bonded, as it may deem appropriate;

(g) cause the Common Area to be maintained.

Article VIII
Officers and Their Duties

Section 1. Enumeration of Offices. The officers of this 
Association shall be President and Vice-President. who shall at 
all times be members of the Board of Director, a Secretary, and 
a Treasurer, and such other officers as the Board may from 
time to time by resolution create.

Section 2. Election of Officers. The election of officers shall 
take place at the first meeting of the Board of Directors 
following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected
annually by the Board and each shall hold office for one (1) year 
unless he shall sooner resign, or shall be removed, or otherwise 
disqualified to serve.

Section 4. Special Appointments. The Board my elect such 
other officers as the affairs of the Association may require, 
each of whom shall hold office for such period, have such 
authority, and perform such duties as the Board may, from 
time to time determine.

Section 5. Resignation and Removal. Any officer may be 
removed from office with or without cause by the Board, Any 
officer may resign at any time giving written notice to the 
Board, the President, or the Secretary. Such resignation shall 
take effect on the date of receipt of such notice or at any later 
time specified therein, and unless otherwise specified therein, 
the acceptance of such resignation shall not be necessary to 
make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such 
vacancy shall serve for the remainder of the term of the officer 
he replaces.

Section 7. Multiple Offices. The offices of Secretary and 
Treasurer may be held by the same person. No person shall 
simultaneously held more than one of any of the other offices 
except in the case of special offices created pursuant to Section 
4 of this Article.

Section 8. Duties. The duties of the officers are as follows.

President
(a) The President shall reside at all meetings of the Board of
Directors, shall see that orders and resolutions of the Board are 
carried out; shall sign all leases, mortgages, deed and other 
written instruments and shaft co-sign all checks and 
promissory notes.

Vice-President
(b) The Vice-President shall act in the place and stead of the
President in the event of his absence, inability or refusal to 
act, and shall exercise and discharge such other duties as may 
be required of him by the Board.

Secretary
(c) The Secretary shall record the votes and keep the minutes 
of all meetings and proceedings of the Board and of the 
members; keep the corporate seal of the Association and affix 
it on all papers requiring said seal; serve notice of the members 
of the Association together with their addresses, and shall 
perform such other duties as required of the Board.

Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank
accounts all moneys of the Association and shall disburse such 
funds as directed by resolution of the Board of Directors; shall 
sign all checks and promissory notes of the Association; keep 
proper books of account, cause an annual audit of the 
Association books to be made by public accountant at the 
completion of each fiscal year; and shall prepare an annual 
budget and a statement of income and expenditures to be
represented to the membership at its regular annual meeting, 
and deliver a copy of each to the members.

Article IX
Committees

The Association shall appoint an Architectural Control 
Committee, as provided in the Declaration, and a Nominating 
Committee, as provided in these By-Laws. In addition, the 
Board of Directors shall appoint other committees as deemed 
appropriate in carrying out its purpose.

Article X
Books and Records

The books, records and papers of the Association shall at all 
times,during reasonable business hours, be subject to 
inspection by any member. The Declaration, the Articles of 
Incorporation and the By-Laws of the Association shall be 
available for inspection by any member at the principal office 
of the Association, where copies may be purchased at 
reasonable cost.

Article XI
Assessments

As more fully provided in the Declaration, each member is 
obligated to pay to the Association annual and special 
assessments which are secured by a continuing lien upon the 
property against which the assessment is made. Any 
assessments which are not paid when due shall be delinquent. 
If the assessment is not paid within thirty (30) days after the 
due date, the assessment shall bear interest from the
date of delinquency at the rate of six percent (6%) per annum, 
and the Association may bring an action at law against the 
Owner personally obligated to pay the same of foreclose the 
lien against the property, and interest, costs, and reasonable 
attorney's fees of any such action shall be added to the amount 
of such assessment. No Owner may waive or otherwise escape 
liability for the assessments provided for herein by non use of 
the Common Area or abandonment of his Lot.

Article XII
Corporate Seal

The Association shall have a seal in circular form having 
within its circumference the words: Century Farm Association: 
Michigan Nonprofit Corporation.

Article XIII
Amendments

Section 1. These By-Laws may be amended, at a regular or 
special meeting of the members, by a vote of a majority of a 
quorum of members present in person of by proxy, except that 
the Federal Housing Administration of the Veterans 
Administration shall have the right to veto amendments while 
there is Class B membership.

Section 2. In the case of any conflict between the Articles of
Incorporation and these By-Laws, the Articles shall control; 
and in the case of any conflict between the Declaration and 
these By-Laws, the Declaration shall control.

Article XIV
Miscellaneous

The fiscal year of the Association shall begin on the first day of 
January and end on the 31 st day of December of every year, 
except that the first fiscal year shall begin on the date of 
incorporation.

IN WITNESS WHERE OF, we, being all of the directors of the 
Century Farm Association, have hereunto set our hands this 
day of ; 19 .
Certification
I, the undersigned, do hereby certify: THAT I am duly elected 
and acting Secretary of the Century Farm Association, a 
Michigan corporation, and, THAT the foregoing By-Laws 
constituted the original By-Laws of said Association, as duly 
adopted at a meeting of the Board of Directors thereof, held on 
the day of , 19 .
IN WITNESS WHEREOF, I have hereunto subscribed my name 
and affixed the seal of said Association this day of , 19 .
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