ASSOCIATION (hereinafter referred to as the "Association").

B. The Articles of Incorporation (Non Profit) are filed with the State of Michigan and are recorded in the Office of the State Treasury at Lansing, and at the

Courthouse in Cheboygan, Michigan, under the filing date of October 16, 1967.

A. The purpose of the Association is to promote the maintenance and improvement of the environmental quality of Douglas Lake, its watershed, fishing, and the

quality of life of its residential community.

B. Toward this end, the Association shall

1. Develop, promote and carry out programs and activities to achieve the above purpose.

2. Communicate Association goals and activities to the Association members and to community leaders and organizations sharing common interests with the Association.

3. Promote regulations concerning the preservation of natural resources and property values and encourage compliance with these regulations.

4. Promote broad and active participation by Association membership.

A. Any owner of property on the watershed of Douglas Lake, any resident of the same area, and any person supporting the purpose of the organization shall be entitled to apply for one membership. All applicants shall be eighteen (18) years of age or older and are subject to the approval of the Executive Board. No person shall be denied membership for reasons of race, sex, creed, or religion.

B. A membership shall entitle the holder (s) to:

1. One vote per membership.

2. One copy of each newsletter and other mailings.

3. One copy of the directory.

4. Participation in all Association meetings, functions and projects.

A. The dues shall be set by the Executive Board and shall be paid annually. Fiscal year being Jan. thru Dec.

B. Following a recommendation by the Executive Board the Membership may authorize a special assessment for an emergency.

V. Executive Board

A. The Executive Board shall be the elected Officers of the Association, three

Directors and the Zone Representatives. Elected Officers of the Association may also serve as Directors.

B. The Zone Representatives and Directors shall be appointed by the President and confirmed by the elected Officers of the Association.

C. The term of each Executive Board Member, with the exception of the Treasurer, shall run concurrently with that of the President. Zone Representatives may be re-appointed by the President and confirmed by the elected Officers for an

unlimited number of consecutive terms.

D. One third of the Executive Board shall constitute a quorum.

E. The Executive Board shall meet as it shall itself determine, or upon call of the President.

F. The Association shall defend and indemnify every Officer, Director or Executive Board member acting on behalf of the Association on any matter involving the Association.

A. The Nominating Committee, appointed by the President, shall present a slate of candidates for the elected offices to the Executive Board at least one month prior to the Annual Meeting of the membership.

B. In the event the President shall choose not to run for a second term or shall have served two consecutive terms the Vice President, with the consent of the Vice President, shall automatically be placed in nomination for the office of President.

VII. Election of Association Officers

A. The elected Officers of this Association shall be

President, Vice-President, Secretary, and Treasurer.

B. The term of office for the President, Vice-President and Secretary shall be for two (2) years to begin and expire on even numbered years at the conclusion of the Annual Meeting of the membership.

C. The term of office for the Treasurer shall be for two (2) years to begin and expire on odd numbered years at the conclusion of the Annual Meeting of the membership.

D. No Officer shall hold more than two (2) consecutive terms in the same office; however, an officer may be re-elected after vacating that office for one (1) term.

E. In addition to the candidates presented by the Nominating

Committee, any Association member may present any other

member's name, with that member's consent, for an office at the Annual Meeting of the membership at which such Officer is being elected.

A. The President shall preside at all membership meetings and

meetings of the Executive Board and shall have the following duties:

1. Appoint all standing committees and ad hoc committees deemed necessary to study or oversee areas of concern to the Association. The appointment of such committees shall be subject to approval by the Executive Board.

2. Appoint ad hoc committees upon recommendation of any member or the Executive board for the study of special

problems.

4. Facilitate the sharing of duties among the Officers and the Executive Board Members with their consent.

B. The Vice-President shall work with the President, preside in the absence of the President and shall have the duties of the President at such times.

C. The Treasurer shall

1. Provide a surety bond by a licensed Michigan Company in the amount of the money under the Treasurer's custody, the

expense of which shall be paid by the Association.

2. Be custodian of all Association dues and funds.

3. Maintain a Bank Account and certificates of deposit in the name of the Association in a bank approved by the

Executive Board.

4. Checks or withdrawals of Association funds in payment of

Association obligations may be made by the Treasurer and also by a person designated by the Treasurer and approved by the Executive Board and also by the President upon request of the Treasurer. Individual disbursements for Association business

exceeding $500.00 must be authorized by the Executive Board.

5. Maintain accurate and up-to-date records of all accounts

receivable and payable and of Assoc. funds.

6. Attend all meetings with the records of membership dues and Association accounts.

D. The Secretary shall

1. Record the minutes of all Membership Meetings and Executive Board Meetings, maintain all records and handle all

2. Inform the Membership of changes in the bylaws approved by the membership.

3. Shall notify the President if unable to attend a meeting.

E. The Directors shall Have one vote on the Executive Board. If any Director is also an elected Officer of the Association or a Zone Representative, such Director shall nevertheless have only one vote on the Executive Board.

F. Zone Representatives shall

1. Have one vote on the Executive Board.

2. Endeavor to personally communicate with the

Association Members matters of concern and collect

dues for delivery to the Treasurer.

G. Vacancies

1. A vacancy in the office of the President, because of

resignation, death, or any other reason, shall be filled by the Vice-President for the remainder of the term with all duties of the President.

2. Any vacancies in the offices of Vice-President Treasurer,

Secretary, Directors or Zone Representatives shall be filled by appointment by the President with the consent of the Executive Board.

No Officer or member shall have authority to bind or obligate the Association in any way except when authorized by the Executive Board or general membership.

A. A meeting of the Association members designated THE

ASSOCIATION MEMBERSHIP ANNUAL MEETING shall be held each summer, at a time and place to be determined by the Executive Board, and on a date as opportune as possible for the majority of the members.

B. In addition to THE ASSOCIATION MEMBERSHIP ANNUAL

MEETING special meetings of the Membership may be called at

any time by the Executive Board following proper notice to the Members.

C. Each Membership shall be entitled to one vote which shall be cast in person or by written proxy.

D. Notice of all meetings of the membership shall be given to members

personally or by mail.

E. A vote of the membership may be conducted by mail, following proper notice, if directed by the Executive

Board or requested by 10% (ten percent) of the membership .

F. In any vote by mail, a majority of those voting shall decide the issue.

G. Ten percent (10%) of the membership present or

represented by proxy at a meeting of the membership shall

constitute a quorum. A majority of those voting shall decide the issue.

H. Notice to members shall be given by First Class mail postmarked at least 20 days prior to the meeting or date of voting and addressed to the

mailing address provided by the member. Personal notice may be given

not less than 10 days prior to the meeting or date of voting.