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WINDY HILL CAMPGROUND CORPORATION
BYLAWS
ARTICLE I
ASSOCIATION OF SHAREHOLDERS
A Board of Directors and an Association of Shareholders that are a non-profit corporation, hereinafter called the “Association”, shall administer Windy Hill Campground Corporation (WHCC), a campsite Campground located in Port Austin Township, Huron County, Michigan. The Association organized under the applicable laws of the State of Michigan, shall be responsible for the adoption of rules, procedures and regulations of the WHCC in accordance with the WHCC documents and the laws of the State of Michigan. Each Shareholder shall be entitled to membership and no other person or entity shall be entitled to membership. The Association shall keep current copies of all amendments to these Bylaws and any other WHCC documents for the WHCC Property available at reasonable hours to Shareholders and prospective members to the WHCC Property. All Shareholders in the WHCC Property and all persons using or entering upon the campground or the Common Elements thereof shall be subject to the provisions and terms set forth in the previously mentioned WHCC Documents.
ARTICLE II
TERMS AND DEFINITIONS
All terms used herein shall have the same meaning as set forth in all WHCC documents.
A. Shareholders: All members of the WHCC form the Association and are termed ‘Shareholders’ because together we own a share in the campground and all common elements within the WHCC Property.
B. Common elements: Refers to those common elements in which we all share and can use together. This includes, but is not limited to, the Clubhouse, pool and pool area, playground, bathhouse, laundry area, pavilion, horseshoe pits, basketball court, and dumpsters.
C. Limited common elements: Refers to those common elements in which we all share but are placed upon a Shareholder’s lot. The electrical box and water on a Shareholder’s lot is a common element but will be called a “Limited common element.”
D. Peak season: Memorial Day to Labor Day.
E. Primary living quarters: Plan on parking and leaving the RV on the lot for multiple years.
F. Primary removable quarters: Plan on parking and using the RV during your stay and then removing or folding down.
ARTICLE III
COMPLIANCE
The Association of Shareholders, guests or any other persons acquiring an interest in or using the facilities of the WHCC Property in any manner are subject to and shall comply with these Bylaws, as amended. The mere occupancy of any Lot or an interest therein or the utilization of or entry upon the WHCC premises shall signify that the WHCC Documents are accepted and ratified. Shareholders, family members, guests, visitors and others using the park are doing so at their own risk.
ARTICLE IV
ASSESSMENTS
Section 1. Assessments against Lots and Shareholders. All expenses arising from the management, administration, and operation of the WHCC in pursuance of its authorizations and responsibilities as set forth in the WHCC documents and the Act shall be levied by the Association against the lot and the Shareholders thereof in accordance with the following provisions.
Section 2. Assessments for Association Dues. This is an annual assessment for maintaining the common elements and aesthetics within the WHCC Property. All costs incurred by the Association in satisfaction of any liability arising with, caused by, or connected with the Common Elements or the administration of the WHCC Property shall constitute expenditures affecting the administration of the WHCC Property. Road maintenance, snow removal, water, electric, pool and building upkeep, and lawn mowing are some, but not all, of the expenditures of which we all share. All sums received as the proceeds of, or pursuant to, any policy of insurance securing the interest of the Shareholders against liabilities or losses arising within, caused by, or connected with the Common elements or the administration of the WHCC Property shall constitute receipt affecting the administration of the WHCC Property.
Section 3. Determination of Assessments. Assessments shall be determined in accordance with following provisions:
A. Budget. The Board of Directors of the Association shall establish an annual budget in advance for each fiscal year. Such budget shall project all expenses for the forthcoming year, which may be required for the proper operation, management, and maintenance of the WHCC Property, including a reasonable allowance for contingencies and reserves. An adequate reserve fund for maintenance, repairs and replacement of those Common elements that must be replaced on a periodic basis shall be established in the budget and must be funded by regular annual payments as set forth in Section 4 below rather than by special assessments. At a minimum, the reserve fund shall be equal to 10% of the Association’s current annual budget on a non-cumulative basis. Since the minimum standard required by this subparagraph might prove to be inadequate for this particular WHCC Property, the Association of Shareholders should carefully analyze the WHCC Property to determine if a greater amount should be set aside, or if additional reserve funds should be established for other purposes from time to time. Upon adoption of an annual budget by the Board of Directors, copies of the budget shall be delivered to each Shareholder. The assessments for said year shall be established based upon said budget, although the delivery of a copy of the budget to each Shareholder shall not affect or in any way diminish the liability of any Shareholder for any existing or future assessments. Should the Board of Directors at any time determine, at the sole discretion of the Board of Directors: (1) that the assessments levied are or may prove to be insufficient to pay the costs of operation and management of WHCC, (2) to provide replacements of existing Common Elements, (3) to provide additions to the Common Elements not exceeding $5000.00 annually for the entire WHCC Property, or (4) in the event of emergencies, the Board of Directors shall have the authority to increase the general assessment or to levy such additional assessment or assessments as it shall deem to be necessary. The Board of Directors also shall have the authority, without Shareholder consent, to levy assessments pursuant to the provisions of Article VII, Section 5 hereof. The discretionary authority of the Board of Directors to levy assessments pursuant to this subparagraph shall rest solely with the Board of Directors for the benefit of the Association and the members thereof, and shall not be enforceable by any creditors of the Association or the members thereof.
B. Special Assessments. Special assessments, in addition to those required in subparagraph (A) above, may be made by the Board of Directors from time to time and approved by the Shareholders as hereinafter provided to meet other needs or requirements of the Association, including, but not limited to: (1) assessments for additions to the Common elements of a cost exceeding $5000.00 for the entire WHCC Property per year, (2) assessments for any other appropriate purpose not elsewhere herein described. Special assessments referred to in subparagraph (B) (but not including those assessments referred to in subparagraph 3(A) above, which shall be levied is the sole discretion of the Board of Directors) shall not be levied without the prior approval of more than 50% of quorum. The authority to levy assessments pursuant to this subparagraph is solely for the benefit of the Association and the members thereof and shall not be enforceable by any creditors of the Association or the members thereof.
Section 4. Apportionment of Assessments and Penalty of Default. Unless otherwise provided herein or in the Master Deed, all assessments levied against the Shareholders to cover expenses of administration shall be divided equally and paid by the Shareholders. Annual assessments as determined in accordance with Article IV, Section 3(A) above shall be payable by Shareholders in one installment, which is due and payable November 1 of each year. The payment of an assessment shall be in default if such assessment or any part thereof is not paid to the Association in full on or before the due date for such payment. The Association, upon any assessments in default for thirty or more days, shall assess a late charge of $10 per month automatically until installment, together with the applicable late charge, is paid in full. Each Shareholder (whether one or more persons) shall be, and remain, personally liable for the payment of all assessments including fines for late payment and costs of collection and enforcement of payment pertinent to his or her Lot membership which may be levied while such Shareholder is the member thereof. Payments on account of installments or assessments in default shall be applied as follows: (1) to costs of collection and enforcement of payment, including reasonable attorneys’ fees. (2) to any interest charges and fines for late payment on such installments.
Section 5. Waiver of Use or Abandonment of Lot. No Shareholder may exempt him or herself from liability for his or her contribution toward the expenses of administration by waiver of the use or enjoyment of any of the Common Elements or by the abandonment of his or her Lot membership.
Section 6. Enforcement.
A. Remedies. In addition to any other remedies available to the Association, the Association may enforce collection of delinquent assessments by a suit at law for a money judgment or by foreclosure of the statutory lien that secures payment of assessments. In the event of default by any Shareholder in the payment of any installment of the annual assessment levied against his or her Lot membership, the Association shall have the right to declare all unpaid installments of the annual assessment of the pertinent fiscal year immediately due and payable. The Association also may discontinue the furnishing of any utilities or other services to a Shareholder in default upon seven days’ written notice to such Shareholder of its intention to do so. A Shareholder in default shall not be entitled to utilize any of the Common Elements of the WHCC Property and shall not be entitled to vote at any meeting of the Association and have no voice during any meeting of the Association so long as such default continues. This provision shall not operate to deprive any Shareholder of ingress or egress to and from his or her Lot membership. The Association may also assess fines for late payment or non-payment of assessments in accordance with the provisions of Article XVI, Section 4 of these bylaws. All of these remedies shall be cumulative and not alternative.
B. Foreclosure Proceedings. Each Shareholder, and every person who from time to time has any interest in the WHCC Property, shall be deemed to have granted to the Association the unqualified right to elect to foreclose the lien securing payment of assessments either by judicial action or by advertisement. The provisions of Michigan law pertaining to foreclosure of mortgages by judicial action or 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 Shareholder, and every other person who from time to time has any interest in the WHCC Property, shall be deemed to have authorized and empowered the Association to sell or to cause to be sold the Lot membership 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. Each Shareholder of a Lot membership in the WHCC Property acknowledges that at the time of acquiring title to such Lot membership, he or she was notified of the provision of this subparagraph and that he or she voluntarily, intelligently and knowingly waived notice of any proceedings brought by the Association to foreclose by advertisement the lien for nonpayment of assessments and hearing on the same prior to the sale of subject Lot membership.
C. Notice of Action. Notwithstanding the foregoing, neither a 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 10 days after mailing, by first class mail, postage prepaid, addressed to the delinquent Shareholders(s) at his or her last known address, of a written notice that one or more installments of the annual assessment levied against the pertinent Lot membership is or are delinquent and the Association my invoke any of its remedies hereunder if the default is not cured within 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 statutory and other authority for the lien, (3) the amount outstanding (exclusive of interest, costs, attorney fees and future assessments), (4) the name(s) of the Shareholder(s) of record. If the delinquency is not cured within the 10-day period, the Association may take such remedial action 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 delinquent Shareholder and shall inform him or her that he or she may request a judicial hearing by bringing suit against the Association.
D. Expenses of Collection. The expenses incurred in collecting unpaid assessments, including interest, costs, actual attorneys’ 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 Shareholder in default and shall be secured by the lien on his or her Lot membership.
Section 7. WHCC Property Taxes and Special Assessments. All Campground Property taxes and special assessments levied by any public taxing authority shall be assessed in accordance with the laws of the State of Michigan. WHCC Property taxes and special assessments based thereon shall be treated as expenses of administration.
Section 8. Statement as to Unpaid Assessments. The purchaser of any Lot membership may request a statement of the Association as to the amount of any unpaid Association assessments thereon, whether regular or special. Upon written request to the Association, accompanied by a copy of the executed membership purchase agreement pursuant to which the purchaser holds the right to acquire a Lot membership, the Association shall provide a written statement of such unpaid assessments as may exist or a statement that none exist, which statement shall be binding upon the Association for the period stated therein. Upon the payment of the sum within the period stated, the Association’s lien for assessments as to such Lot membership shall be deemed satisfied, provided, however, that the failure of a purchaser to request such statement at least five days prior to the closing of the purchase of such Lot membership shall render any unpaid assessments and the lien securing same fully enforceable against such purchaser and the Lot membership itself, to the extent provided by the Act. Under the Act, unpaid assessments constitute a lien upon the Lot membership.
ARTICLE V
CAMPSITE USE, GUESTS, AND LEASING OF LOT
All of the Lots in the WHCC property shall be held, used and enjoyed subject to the following limitations and restrictions:
Section 1. Campsite Use and Primary RV. No Lot in the WHCC shall be used for any purpose other than the placement or parking of ‘Recreational Units’ as defined herein. The following ‘Recreational Units’ may be used as your primary living quarters: a) travel trailer; b) fifth-wheel; c) park model. The following are not permitted as your primary living quarters but can be used as a primary removable quarters: a) camping trailer, aka: pop-up, b) truck camper – the type to be mounted on the back of a pickup truck. Pop-ups must be folded down when leaving and truck campers must be removed. Except for such recreational units and structures that are permitted, no temporary or permanent structure of any kind shall be built or placed upon any WHCC Lot without the express written approval of the Association. No Shareholder shall do or permit anything to be done or keep or permit to be kept on his or her Lot or on the Common Elements anything that will increase the rate of insurance on the WHCC properties without the written approval of the Association. Each Shareholder shall pay to the Association the increased cost of insurance premiums resulting from any such activity or the maintenance of any such condition even if approved.
Section 2. Activities. No immoral, improper, unlawful or offensive activity shall be carried out upon any Lot or the Common Elements nor shall anything be done which may be or become an annoyance or a nuisance to the Shareholders of the WHCC.
Section 3. Lot set-up. Only one ‘Recreational Unit,’ as defined in Section 1 of this article, may be placed upon a concrete pad or gravel foundation. Only one pad or foundation may be placed upon a lot for this purpose. The pad or foundation and trailer must be five feet from the lot line and 25 ft. from the crown of the road. A variance is needed for trailers brought into the campground that do not meet the 25 feet from crown of road. Approval must be obtained from the Board of Directors and adjacent lot Shareholders. Any trailer in place before 9/4/2005 that does not meet this requirement will be grandfathered. The following is a list of what is allowed on a lot:
A. Lot Sizes. Lot sizes vary; check with the campground manager.
B. Trailers. Other than your primary living quarters, Shareholders may have a second unit (i.e. boat, pop-up trailer, tent, utility trailer) on the membership Lot for a maximum of 7 days and must be 5 feet from the lot lines. See campground manager for extra parking availability for boats and trailers. The removal process is stated in Section 5(B), of this Article.
C. Cars/trucks. There should be no more than two vehicles parked on a lot at a time. See campground manager for extra parking availability.
D. Mobility/wheels. All vehicles must maintain mobility/wheels. There are to be no cement foundations or cement block foundations.
E. Propane Tanks. All propane tanks must be mounted properly. Large tanks must be on a non-combustible pad and chained.
F. Improvement permits. With regard to any improvements the Lot Shareholder wishes to make to his or her lot membership (which may include but is not limited to cement slabs, sheds, fencing, placement of a trailer, driveway), the Shareholder must obtain an improvement permit that must be filled out and given to the campground manager prior to any improvements and must be approved. Failure to do so may lead to the Shareholder, at his or her own expense, to correct the problem to specifications.
G. Shed Specifications. One sheds per Lot membership is allowed. The shed is to be only one story and cannot be larger than 100 square feet with a height limit of eight-foot walls with a ten-foot peak and be five feet from the lot line, with no footings. No additional buildings may be located on the lot(s). Sheds are not to have any permanent electricity connected to them.
H. Skirting. Trailer skirting is permitted.
I. Decks/cement slabs. Decks/cement slabs are allowed, but an improvement permit must be obtained prior to construction.
J. Fencing. Fencing is optional, if desired. To maintain uniformity, only two level split rail fencing may be put on lot lines at a maximum height of 42 inches. An improvement permit must be obtained prior to construction.
K. Electrical. Any electrical cords that are installed underground must be in an approved electrical housing. This does not include cable TV wiring.
L. Fire Pit. Choose a safe location on your lot to build your fire pit, keeping in mind your neighbor’s trailer and safety. No garbage is to be burned. Dumpsters are available.
M. Landscaping. Lots may be landscaped as long as the landscaping does not intrude on another member’s lot.
N. Grandfathered. Structures already built before rule changes.
Section 4. Leasing and Rental. No lot(s) may be leased, rented, or sub-rented.
Section 5. Guest(s). Guests must abide by the rules herein (see Article III).
A. Shareholder & Guest Responsibilities. It is the lot Shareholder’s responsibility to inform his or her guest(s) of all the rules and regulations of the park. If a guest has failed to comply with the conditions of these bylaws and Law of the State of Michigan, the guest may be asked to leave the park. The lot Shareholder and his or her guest(s) will be responsible for fines and costs set forth herein. Guests with repeated violations will not be permitted back in Windy Hill Campground. It is understood that guests do not have any say in the matters of the park or have a voice at any Association or Board Meetings.
B. Guest Recreational Unit or Tent. A guest may park his or her recreational unit or tent on the Shareholder’s lot for a maximum of 7 days at which time the recreational unit or tent must be removed. This also applies to units that a Shareholder has placed on his or her lot. The Shareholder of the lot will be notified by certified mail or phone of this violation. Failure to acknowledge this communication does not stop the removal process. The recreational unit or tent must be removed by the second week from the date the recreational unit or tent was parked upon the lot. After this time, the Association will have the recreational unit or tent removed and the lot Shareholder and/or his or her guest will be responsible for all expenses.
ARTICLE VI
CAMPSITE MAINTENANCE
Section 1. Aesthetics. The WHCC Property shall be maintained at all times in a manner consistent with the highest standards of a beautiful, serene, private, residential community for the benefit of the Shareholders.
A. Common Elements. In general, no activity shall be carried on nor condition maintained by a Shareholder, either on his or her Lot or upon the Common elements, which is detrimental to the appearance of the WHCC Property. No bicycles, vehicles, chairs, obstructions may be left unattended on or about the Common Elements. No Shareholder shall make alterations or make changes in any of the Common Elements, Limited or General, without the express written approval of the Board of Directors. No Shareholder shall perform landscaping, plant any trees, shrubs or flowers, or place any ornamental materials upon the Common Elements without the prior written approval of the Board. No advertising signs of any kind shall be on the Common Elements without written approval of the Board of Directors.
B. Shareholders Lot(s). Each Shareholder shall maintain his or her Lot membership and any Limited Common Elements appurtenant thereto for which he or she has maintenance responsibility in a safe, clean and sanitary condition. No advertising signs of any kind (with the exception of For Sale signs) shall be displayed upon any lot without the written approval of the Board of Directors. The Shareholder is responsible for trimming the grass and weeds upon his or her Lot during the spring, summer, and fall months. Lots must be mowed by the Monday before each of the summer holidays(Memorial Day, July 4th, Labor Day). To maintain the beauty of our park, if lots are not mowed, lots will be mowed for you at a charge of $50 per unmowed lot, which will be added to the respective Shareholder’s annual assessment fee. The Shareholder is responsible for the trees upon his or her lot as well. Regular tree maintenance is advised. There shall be no dumping of any gray or black water anywhere in the park except for the approved dump station at the entrance to the Park. Each Shareholder shall also use due care to avoid damaging any of the Limited Common Elements upon his or her Lot. Each Shareholder shall be responsible for damages or costs to the Association resulting from negligent damage to or misuse of any of the Common Elements or Limited Common elements by him or her, family members, guests, agents, or invitees unless such damage or costs are covered by insurance carried by the Association, in which case the responsible Shareholder shall bear the expense to the extent of the deductible amount. Any costs or damages to the WHCC Property may be assessed to and collected from the responsible Shareholder in the manner provided in Article IV, Section 4, hereof.
ARTICLE VII
RECONSTRUCTION OR REPAIR
Section 1. Reconstruction or Repair. If any Common Element shall be damaged, the WHCC Property shall be rebuilt or repaired.
Section. 2. Repairs in Accordance with Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance with the Master Deed and the plans and specifications for the WHCC Property to a condition as comparable as possible to the condition existing prior to damage unless the Shareholders shall decide otherwise by a 2/3 vote.
Section 3. Association Responsibility for Repair. The Association shall be responsible for the reconstruction, repair and maintenance of the Common Elements. Immediately after the casualty causing damage to WHCC Property for which the Association has the responsibility of maintenance, repair and reconstruction, the Association shall obtain reliable and detailed estimates of the cost to replace the damaged WHCC Property in a condition as good as that existing before the damage. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction or repair required to be performed by the Association or if, at any time during such reconstruction or repair or upon completion of such reconstruction or repair, the funds for the payment of the cost thereof are insufficient, assessment shall be made against all Shareholders for the cost of reconstruction or repair of the damaged WHCC Property in sufficient amounts to provide funds to pay the estimated or actual cost or repair.
Section 4. Timely Reconstruction and Repair. If damage to Common Elements adversely affects the appearance of the WHCC Property, the Association or Shareholder responsible for the reconstruction, repair and maintenance thereof shall proceed with replacement of the damaged WHCC Property immediately and shall complete such replacement within six months after the date of the occurrence, which caused damage to the WHCC Property.
Section 5. Eminent Domain. The following provisions shall control upon any taking by eminent domain:
A. Taking of Lot Membership. In the event of any taking of an entire Lot membership by eminent domain, the award for such taking shall be paid to the Shareholder of Lot membership. After acceptance of such award by the Shareholder, he or she shall be divested of all interest in the WHCC Property. In the event that any condemnation award shall become payable to any Shareholder whose Lot membership is not wholly taken by eminent domain, then the condemning authority shall pay such award to the Shareholder.
B. Taking of Common Elements. If there is any taking of any portion of the Common elements of the WHCC Property, the condemnation proceeds relative to such taking shall be paid equally to all Shareholders. The affirmative vote of more than 50% of the Shareholders shall determine whether to rebuild, repair or replace the portion so taken or to take such other action as they deem appropriate.
C. Continuation of WHCC after Taking. In the event the WHCC Property continues after taking by eminent domain, then the remaining portion of the WHCC Property shall be surveyed and the Master Deed amended accordingly. Such amendment may be effected by an Officer of the Association duly authorized by the Board of Directors without the necessity of execution or specific approval thereof by any Shareholder.
ARTICLE VIII
INSURANCE
Section 1. Extent of Coverage. The Association shall carry fire and extended coverage, vandalism and malicious mischief and liability insurance and workmen’s compensation insurance, if applicable, pertinent to the ownership, use and maintenance of the Common Elements and certain other portions of the WHCC Property as set forth below, and such insurance, other than title insurance, shall be carried and administered in accordance with the following provisions:
A. Responsibilities of the Shareholders and Association. Each Shareholder may obtain insurance coverage at his or her own expense upon his or her Lot membership. It shall be each Shareholder’s responsibility to determine, by personal investigation or from his or her own insurance advisors, the nature and extent of insurance coverage needed, and in addition, thereafter obtain insurance coverage for his or her personal property located within his or her Lot membership or elsewhere on the WHCC Property and for his or her personal liability for occurrences within his or her Lot membership or upon the Common elements and Limited Common Elements appurtenant to his or her Lot. The Association shall have absolutely no responsibility for obtaining such coverage. The Association, as to all policies which it obtains, and all Shareholders, as to all policies which they obtain, shall use their best efforts to see that all property and liability insurance carried by the Association or any Shareholder shall contain appropriate provisions whereby the insurer waives its right to subrogation as to any claims against any Shareholder of the Association.
B. Insurance of Common Elements and Fixtures. All Common Elements of the WHCC Property shall be insured against fire and other perils covered by a standard extended coverage endorsement in an amount equal to the current insurable replacement value, excluding foundation and excavation costs, as determined annually by the Board of Directors of the Association in consultation with the Association’s insurance carrier and/or its representatives and with respect to commonly employed methods for the reasonable determination of replacement costs. Such coverage shall be effected upon an agreed amount basis for the entire WHCC Property with appropriate inflation riders in order that no co-insurance provisions shall be invoked by the insurance carrier in a manner that will cause loss payments to be reduced below the actual amount of any loss (except in the unlikely event of total project destruction if the insurance proceeds failed, for some reason, to be equal to the total cost of replacement). All information in the Association’s records regarding insurance coverage shall be made available to all Shareholders upon request and reasonable notice during normal business hours so that Shareholders shall be enabled to judge the adequacy of coverage. Upon the taking of due Association procedures, Shareholders may direct the Board at a properly constituted meeting to change the nature and extent of any applicable coverage’s, if so determined. Upon such annual reevaluation of coverage, the Association shall notify all Shareholders of the nature and extent of all changes in coverage. Any improvements made by a Shareholder within his or her Lot shall be covered by insurance obtained by and at the expense of said Shareholder(s). If the Association elects to include such improvements under its insurance coverage, any additional premium cost to the Association attributable thereto shall be assessed to and borne solely by said Shareholder and collectable as a part of the assessments against said Shareholder under Article IV hereof.
C. Premium Expenses. All premiums upon insurance purchased by the Association pursuant to these bylaws shall be expenses of administration.
D. Proceeds of Insurance Policies. Proceeds of all insurance policies owned by the Association shall be received by the Association, held in a separate account and distributed to the Association, and Shareholders whenever repair or reconstruction of the WHCC Property shall be required provided in Article VII of these bylaws. The proceeds of any insurance received by the Association as a result of any loss requiring repair or reconstruction shall be applied to such repair or reconstruction.
Section 2. Authority of Association to Settle Insurance Claims. Each Shareholder, by ownership of a Lot membership in the WHCC Property, shall be deemed to appoint the Association as his or her true and lawful attorney-in-fact to act in connection with all matters concerning the maintenance of fire and extended coverage, vandalism and malicious mischief, liability insurance, and workmen’s compensation insurance, if applicable, pertinent to the WHCC Property, his or her Lot and the Common Elements appurtenant thereto, with such insurer as may, from time to time, provide such insurance for the WHCC Property. Without limitation on the generality of the foregoing, the Association as said attorney shall have full power and authority to purchase and maintain such insurance, to collect and remit premiums therefore, to collect proceeds and to distribute the same to the Association and the Shareholders, to execute releases of liability, and to execute all documents and do all things on behalf of such Shareholders and WHCC Property as shall be necessary or convenient to the accomplishment of the foregoing
ARTICLE IX
RESTRICTIONS – RULES OF CONDUCT
All of the Lots in the WHCC Property shall be held, used and enjoyed subject to the following limitations and restrictions:
Section 1. Roads. The speed limit is set at 10 miles per hour for safety reasons. Please remind your children that the roads are not to be played on and they are not to park their bikes on the roadways. All Michigan State Laws apply on campground roads. Note-Although the “main” road in front of the clubhouse will have snow removal service all winter, other roads will not be plowed. Shareholders may not have vehicle access to his or her allocated lot(s) during the snowy season.
Section 2. Noise Level and Quiet Hour. No unreasonably noisy activity shall occur on the Common Elements or upon any Lot at any time. At any time (day or night), please do not play music so loud as to offend your neighbors. Quiet hour starts at 11 p.m. until 8 a.m. (With the exception of holiday weekends, the hours will be 12 midnight until 8 a.m.) Please keep the noise level to a minimum and respect your neighbors.
Section 3. Golf carts, ATVs (four wheelers), Motorcycles and Mopeds/Scooters. Golf carts are permitted but must have the owner’s lot number posted on both sides of the vehicle and lights put on them. The numbers must be visible with at least three-inch numbers. Mopeds/Scooters, motorcycles and golf carts are permitted in the park as long as they are used as a form of transportation and not as a recreational toy. Children under the age of 18 must have a valid driver’s license and are not permitted to be driving the moped/scooter, motorcycle, or golf cart unless as a form of transportation. ATVs are allowed ingress and egress from the campground properties but are not allowed to “cruise” around the campground. The owners of these vehicles are responsible when they have minor children driving and playing on said vehicles. Any damage caused by these vehicles, the owner of said vehicle will be held responsible. Any Shareholder who has one of these vehicles shall indemnify and hold harmless the Association for any loss, damage, or liability, which the Association may sustain as the result of the use of these vehicles, whether or not the Association has given its permission therefore. In the event of any violation, the Board of Directors of the Association may assess fines for such violation in accordance with these Bylaws (Article XVI, Section 4).
Section 4. Pets. Only domesticated pets may be permitted on the WHCC premises. Use proper care and restraint so as not to be obnoxious or offensive because of noise, odor or unsanitary conditions. Be sure to clean up after your pet. Dogs must have a license. No animal may be permitted to run loose at any time upon the Common Elements and any animal shall be leashed and attended by a responsible person at all times. Pets are not allowed in the clubhouse, bathhouse/laundry, in the pool, or in the pool area. Any Shareholder who brings an animal upon the premises of the WHCC shall indemnify and hold harmless the Association for any loss, damage or liability, which the Association may sustain as the result of the presence of such animal on the premises, whether or not the Association has given its permission.
Section 5. Activities. No immoral, improper, unlawful or offensive activity shall be carried on in any Lot or upon the Common Elements, nor shall anything be done which may be or become an annoyance or a nuisance to the WHCC Shareholders. Activities which are deemed offensive and are expressly prohibited include, but are not limited to, the following: Any activity involving the illegal use of drugs or the use of firearms, air rifles, paint guns, bb guns, bows and arrows, or other similar dangerous weapons, or projectile devices.
Section 6. Pool/Pool Area. Children 17 years and under must be supervised by an adult at all times when using the pool. There is no lifeguard on duty at the pool. Each WHCC Shareholder assumes the risk, liability of, and responsibility for safety from death, injury, and drowning of the Shareholder, Shareholder’s family and/or guest(s). Shareholders who use or permit use by Shareholder’s family or guest(s) of such WHCC facilities assures the Association and/or representatives, officers, employees or agents, thereof, against the reasonable cost of any legal representation or award incurred by any claimant in any litigation. There is to be no glass containers in the pool area. Cigarette/cigar waste must be disposed of properly in nonflammable containers. The pool will be closed at 9 p.m. for children 17 years and under. Adult pool time will be from 9 p.m. until 11 p.m. The pool will be closed to all from 11 p.m. until 9 a.m.
Section 7. Clubhouse. The clubhouse will be accessible 24 hours a day with lock box access between the hours of 11 p.m. and 9 a.m. Children 17 years and under will be permitted, but they must be accompanied by an adult at all times.
Section 8. Prohibited. No inoperable vehicles of any type may be brought or stored upon the WHCC premises either temporarily or permanently. No above-ground/in-ground pools or outdoor spas. Please turn off all outdoor lightning, spotlights, party lights and other bright lights when retiring for the evening. This is for the courtesy of your neighbors and to keep the cost of electricity down. It is prohibited to use the campground water for out of the campground use. Illegal fireworks are prohibited anywhere on the WHCC premises. Legal fireworks are to be used on a Shareholder’s lot(s) only, not on common elements or on the roads.
Section 9. Resolving Disputes. Complaint procedure between Shareholders.
1. Talk to the person that you may have a conflict with. If it isn’t resolved,
2. Take the complaint, in writing, to the Campground Manager. If it isn’t resolved,
3. Take the complaint, in writing, to the Board of Directors. If it isn’t resolved,
4. The complaint will be taken to an outside authority.
Section 10. Violations of WHCC Rules. A 4-step process will be initiated against a Shareholder(s) in violation of WHCC rules.
1. The Campground Manager and a member of the Board of Directors will give a verbal warning. If not resolved,
2. A written warning will be issued. If not resolved,
3. The Shareholder(s) in violation will go before the Board of Directors. If not resolved,
4. An outside authority will be brought in to mediate.
ARTICLE X
VOTING
Section 1. Vote. Except as limited in these bylaws, each Shareholder shall be entitled to one vote for each Lot membership owned. One Lot membership owned equals one vote; two Lot memberships owned equals two votes.
Section 2. Proxy Vote/Absentee Ballot. Neither proxy votes nor absentee ballots will be permitted. All votes must be cast in person by the Lot Shareholder.
Section 3. Eligibility to Vote. Shareholders in good standing are those members that have paid his or her assessment fees, lot membership fees, and special assessments in full. Shareholders not in good standing shall not be entitled to vote at any meeting of the Association and have no voice during any meeting of the Association so long as such default continues.
Section 4. Quorum. A quorum shall consist of the number of Shareholders present at a General Membership meeting that have been given prior notice as set forth in these bylaws.
ARTICLE XI
GENERAL MEMBERSHIP MEETINGS
Section 1. Place of Meeting. Meetings of the WHCC shall be held at the principal office of the WHCC or at such other suitable place convenient to the Shareholders as may be designated by the Board of Directors. Meetings of the WHCC shall be conducted in accordance with Roberts Rules of Order or some generally recognized manual of parliamentary procedure when not otherwise in conflict with the WHCC documents or the laws of the State of Michigan.
Section 2. Association General Membership Meeting Dates. The spring meeting will be held on Memorial Day weekend, the Sunday before Memorial Day observed. The end of summer meeting will be held on Labor Day weekend, the Sunday before Labor Day observed.
Section 3. Special Meetings. It shall be the duty of the President to call a special meeting of the Shareholders as directed by resolution of the Board of Directors or upon a petition signed by 1/3 of the Shareholders presented to the Secretary of the Association. Notice of any specific 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. Notice of Meetings. It shall be the duty of the Secretary (or other Association officer in the Secretary’s absence) to serve a notice of each WHCC General Membership meeting or special meeting. The notice shall state the purpose thereof as well as the time and place the meeting is to be held. Notice shall be served upon each Shareholder of record at least 10 days, but not more than 60 days, prior to such meeting. The mailing, postage prepaid, of a notice to each Shareholder at the address on file with the Association and by Article XI, Sections 2 and 4 of these bylaws shall be deemed notice served. Any Shareholder may, by written waiver of notice signed by such Shareholder, waive such notice. Such waiver, when filed in the records of the Association, shall be deemed due notice.
Section 5. Adjournment. If any meeting of the WHCC cannot be held because a quorum is not in attendance, the Shareholders present may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.
Section 6. Order of Business. The order of business at all meetings of the Shareholders shall be as follows: (a) determine the voting power represented at the meeting; (b) reading of minutes of preceding meeting; (c) reports of officers; (d) reports of committees; (e) appointment of inspector of elections (at end of summer meeting or special meeting held for purpose of election of Officers or Trustees); (f) election of Officers or Trustees (at end of summer meeting or special meeting held for such purpose); (g) unfinished business; and (h) new business. The most senior officer of the Association present at such meeting shall chair meeting of Shareholders. For purposes of this Section, the order of seniority of officers shall be President, Vice-President, Secretary, and Treasurer.
Section 7. Minutes, Presumption of Notice. Minutes or a similar record of the proceedings of meetings of Shareholders, when signed by the Secretary or President, shall be presumed truthful to evidence the matters set forth therein. A recitation in the minutes of any such meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.
ARTICLE XII
BOARD OF DIRECTORS
Section 1. Number and Qualification of the Board of Directors. The Board of Directors shall be comprised of four Officers (One President, One Vice-President, One Secretary, One Treasurer), and three Trustees, all of whom must be Shareholders of the WHCC. The principal officer of the WHCC shall be the President.
Section 2. Compensation. The Board members’ compensation, if any, shall be set by the affirmative vote of the majority of quorum at a General Membership meeting. Currently, the Treasurer is compensated by the waiver of paying the annual assessment on his or her Lot membership.
Section 3. Election of Officers and Trustees. At the ‘end of summer meeting’, (Labor Day weekend) elections may be held.
A. Election of Officers. All Officers will hold his or her position for a 3-year period. Beginning in 2008, the President and Vice-President will be elected to a 3-year term and elected every three years thereafter. The Secretary and Treasurer will be elected to a 2-year term. In 2010, the Secretary and Treasurer will be elected to a 3-year term and every three years thereafter.
B. Election of Trustees. Trustees will hold his or her office for a 3-year term. Beginning in 2007, one trustee will be elected to a 3-year term and elected every three years thereafter. In 2007, the second trustee will be elected to a 2-year term. In 2009, the second trustee will be elected to a 3-year term and elected every 3- years thereafter. In 2008, the third trustee will be elected to a 1-year term. In 2009, the third trustee will be elected to a 3-year term and elected every three years thereafter.
Section 4. Changing Rules and Regulations. It is intended that the Board of Directors of the WHCC may make rules and regulations from time to time to reflect the needs and desires of the majority of the Shareholders in the WHCC. Reasonable regulations may be made and amended from time to time by the Board of Directors that are consistent with these Bylaws concerning the use of the Common Elements and Lots within the campground. Copies of all such rules, regulations and amendments thereto shall be furnished to all Shareholders. Any such regulation or amendment may be revoked at any time by the affirmative vote of more than 50% of the Shareholders.
Section 5. Officers: Powers and Duties. The Officers shall have the power and duties necessary for the administration of the affairs of the Association and may do all acts and things as are not prohibited by the WHCC documents or required thereby to be exercised and done by the Shareholders. In addition to the foregoing duties imposed by these bylaws or any further duties that may be imposed by resolution of the members of the Association or Board of Directors, the Officers shall be responsible specifically for the following:
A. President. The President shall be the chief executive officer of the Association. He or she shall preside at all meetings (general and special) of the Association and of the Board of Directors. He or she shall have all of the general powers and duties which are usually vested in the office of the President of an association, including but not limited to, the power to appoint committees from among the members of the WHCC from time to time as he or she may, in his or her discretion, deem appropriate to assist in the conduct of the affairs of the Association. The President is an ex-officio of all committees. The President will also co-sign checks written by the Treasurer.
B. Vice-President. The Vice-President shall take the place of the President and perform his or her duties whenever the President is absent or unable to act or in the event of (and during the period of) vacancy in that office.
C. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings (general or special) of the members of the WHCC. He or she shall have charge of the corporate seal, if any, and of such books and papers as the Board of Directors may direct and shall, in general, perform all duties incident to the office of Secretary.
D. Treasurer. The Treasurer shall have responsibility for the WHCC funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. When necessary and proper, he or she will endorse, all checks, drafts, notes, and other obligations and evidences of the payment of money to the Association or coming into his or her possession and will deposit the same, together with all other funds of the Association coming into his or her possession, in the bank(s) as may be selected by the Board of Directors.
Section 6. Trustees: Powers and Duties. The Trustees shall have the powers and duties necessary for the administration of the affairs of the Association and may do all acts and things as are not prohibited by WHCC documents or required thereby to be exercised and done by the Shareholders. In addition to the foregoing duties imposed by these bylaws or any further duties, which may be imposed by resolution of the members of the Association or Board of Directors, the Trustees shall be responsible for the following:
A. To manage and administer the affairs of and to maintain the WHCC property and the Common Elements thereof.
B. To rebuild or make improvements after catastrophe.
C. To make rules and regulations in accordance with these bylaws.
D. To enforce the provisions of the WHCC documents.
E. Periodically review all bills.
F. Audit records of the Treasurer.
Section 7. Management Agent. The Board of Directors may employ for the WHCC a professional management agent. The Board of Directors shall establish reasonable compensation for duties and services performed or as authorized by the Board of Directors. Such duties include, but are not limited to, the duties listed in Section 6 of this Article. The Board of Directors may delegate to such management agent any other duties or powers that are not by law or by the WHCC documents required to be performed by or have approval of the Board of Directors or the members of the Association.
Section 8. Vacancies. The Board of Directors will handle vacancies that are caused by any reason other than removal. A Shareholder who is voted in by the remaining Board members will fill the vacancy on the Board of Directors. The new member will fulfill the remaining term of the former Board member.
Section 9. Removal of Board Member(s).
A. By Membership: At any regular or special meeting of the WHCC duly called with due notice of the removal action proposed to be taken, any one or more of the Board of Directors may be removed with or without cause by the affirmative vote of more than 50% of quorum. Then a successor may be elected to fill any vacancy thus created. The quorum requirement for the purpose of filling such vacancy shall be the normal requirement as set forth in Article X, Section 4. Any Board member whose removal has been proposed by the members of the Association shall be given an opportunity to be heard at the meeting. The Board member in question shall abstain from voting.
B. By Board of Directors. At any regular or special Board of Directors meeting duly called with due notice of the removal action proposed to be taken, any one or more of the Board of Directors may be removed with cause by the affirmative vote of the majority. The remaining Board members may appoint a Shareholder to fill the vacancy until the next election period for that office. The Board member in question shall abstain from voting.
Section 10. Regular Board Meetings. Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Board of Directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director personally, by mail, telephone, e-mail, or web site notification at least 10 days prior to the date named for such meeting.
Section 11. Special Board Meetings. Special meetings of the Board of Directors may be called by the President on three days’ notice to each Trustee and Officer given personally, by mail, telephone, or e-mail. Such notice shall state the time, place and purpose of the meeting. Additionally, the Secretary may call special board meetings in the same manner as above. Upon written request, two Trustees may also call special board meetings in the same manner as above.
Section 12. Quorum. At all meetings of the Board of Directors, a majority of the Directors present shall constitute a quorum for the transaction of business.
Section 13. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting. Such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by him or her 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 14. Adjournment. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting to a subsequent time upon 24 hours’ written notice delivered to all Directors not present. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 15. Fidelity Bonds. The Board of Directors shall 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 XIII
AMENDMENTS
Section 1. Proposal. Amendments to these bylaws may be proposed by the Board of Directors acting upon the vote of the majority of the Directors or may be proposed, in writing, by 1/3 or more in number of the Shareholders.
Section 2. Meeting. Upon any such amendment being proposed, a meeting for consideration of the same shall be duly called in accordance with the provisions of these bylaws.
Section 3. Voting. Shareholders at any regular meeting may amend these bylaws or at a special meeting called for such purpose by an affirmative vote of not less than 66 2/3% of quorum.
Section 4. When Effective. Any amendment to these bylaws shall become effective upon the acceptance by the Shareholders of the bylaw change.
Section 5. Binding. A copy of each amendment to the bylaws shall be furnished to every member of the Association after adoption, provided that any amendment to these bylaws that is adopted in accordance with this Article shall be binding upon all persons who have an interest in the WHCC irrespective of whether such persons actually receive a copy of the amendments.
ARTICLE XIV
INDEMNIFICATION OF OFFICERS AND TRUSTEES
Every Officer and Trustee of the WHCC shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any proceeding to which he or she may be a party or in which he or she may become involved by reason of his or her being or having been an Officer or Trustee of the WHCC, whether or not he or she is an Officer or Trustee at the time such expenses are incurred except in such cases wherein the Officer or Trustee is judged guilty of willful or wanton misconduct or gross negligence in the performance of his or her duties. In the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the Officer or Trustee seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board of Directors (with the Officer or Trustee seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the WHCC. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Officer or Trustee may be entitled. At least 10 days prior to payment of any indemnification which it has approved, the Board of Directors shall notify all Shareholders thereof. Further, the Board of Directors is authorized to carry Officers’ and Trustees’ liability insurance covering acts of the Officers and Trustees of the WHCC in such amounts as it shall deem appropriate.
ARTICLE XV
ARBITRATION
Section 1. Scope and Election. Disputes, claims, or grievances arising out of or relating to the interpretation or the application of the WHCC documents or any disputes, claims, or grievances among or between the Shareholders and the Association, upon the election and written consent of the parties to any such disputes, claims or grievances (which consent shall include an agreement of the parties that the judgment of any circuit court of the State of Michigan may be rendered upon any award pursuant to such arbitration) and upon written notice to the Association, shall be submitted to arbitration and the parties thereto shall accept the arbitrator’s decision as final and binding. The Commercial Arbitration Rules of the American Arbitration Association as amended and in effect from time to time hereafter shall be applicable to any such arbitration.
Section 2. Judicial Relief. In the absence of the election and written consent of the parties pursuant to Section 1 above, no Shareholder or the WHCC shall be precluded from petitioning the courts to resolve any such disputes, claims or grievances.
Section 3. Election of Remedies. Such election and written consent by Shareholders or the WHCC to submit any such disputes, claims or grievances to arbitration shall preclude such parties from litigating such disputes, claims or grievances in the courts.
ARTICLE XVI
REMEDIES FOR DEFAULT
Any default by a Shareholder shall entitle the WHCC or another Shareholder or Shareholders to the following relief:
Section 1. Legal Action. Failure to comply with any of the terms or provisions of the WHCC documents shall be grounds for relief, which may include, without intending to limit the same, and action to recover sums due for damages, injunctive relief, foreclosure of lien (if default in payment of assessment) or a combination thereof, and such relief may be sought by the Association or, if appropriate, by an aggrieved Shareholder or Shareholders.
Section 2. Recovery of Costs. In any proceeding arising because of an alleged default by any Shareholder, the WHCC, if successful, shall be entitled to recover the costs of the proceedings and such reasonable attorneys’ fees (not limited to statutory fees) as may be determined by the court, but in no event shall any Shareholder be entitled to recover such attorneys’ fees.
Section 3. Removal and Abatement. The violation of any of the provisions of the WHCC documents shall also give the Association or its duly authorized agents the right, in addition to the rights set forth above, to enter upon the Common Elements, Limited or General, or in any Lot and the improvements thereon, where reasonably necessary, and summarily remove and abate, at the expense of the Shareholder in violation, any structure, thing or condition existing or maintained contrary to the provisions of the WHCC documents. The WHCC shall have no liability to any Shareholder arising out of the exercise of its removal and abatement power authorized herein.
Section 4. Assessment of Fines. The violation of any of the provisions of the WHCC documents by any Shareholder shall be grounds for assessment by the Association, acting through its duly constituted Board of Directors, of monetary fines for such violations. No fine may be assessed unless rules and regulations establishing such fine have first been duly adopted by the Board of Directors of the WHCC and notice thereof given to all Shareholders in the same manner as prescribed in Article XI, Section 4 of these bylaws. Thereafter, fines may be assessed only upon notice to the offending Shareholders as prescribed in said Article XI, Section 4. The Shareholder then has an opportunity to appear before the Board of Directors no less than 7 days from the date of the notice and offer evidence in defense of the alleged violation. All fines duly assessed may be collected in the same manner as provided in Article IV of these bylaws. No fine shall be levied for the first violation. No fine shall exceed $50.00 for the second violation, $100.00 for the third violation or $200.00 for any subsequent violation.
Section 5. Non-waiver of Right. The failure of the WHCC or of any Shareholder to enforce any right, provision, covenant or condition which may be granted by the WHCC documents shall not constitute a waiver of the right of the Association or of any such Shareholder to enforce such right, provision, covenant or condition in the future.
Section 6. Cumulative rights, Remedies and Privileges. All rights, remedies and privileges granted to the Association or any Shareholder(s) pursuant to any terms, provisions, covenants or conditions of the WHCC documents shall be deemed to be cumulative, and the exercise of any one or more shall not be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other and additional rights, remedies or privileges as may be available to such party at law or in equity.
Section 7. Enforcement of Provisions of WHCC Documents. A Shareholder may maintain an action against the Association and its Officers and Trustees to compel such persons to enforce the terms and provisions of the WHCC documents. A Shareholder may maintain an action against any other Shareholder for injunctive relief or for damages or any combination thereof for noncompliance with the terms and provisions of the WHCC documents.
ARTICLE XVII
FINANCE
Section 1. Records. The WHCC shall keep detailed books of account showing all expenditures and receipts of administration which shall specify the maintenance and repair expenses of the Common elements and any other expenses incurred by or on behalf of the Association and the Shareholders. Such accounts and all other WHCC records shall be open for inspection by the Shareholders during reasonable working hours. The Association shall prepare and distribute to each Shareholder, at least once a year, a financial statement, the contents of which shall be defined by the Association. The books of account shall be audited at least annually by qualified independent auditors, provided, however, that such auditors need not be certified public accountants nor does such audit need to be a certified audit. The costs of any such audit and any accounting expenses shall be expenses of administration.
Section 2. Fiscal Year. The fiscal year of the WHCC shall be an annual period commencing on such date as may be initially determined by the Board of Directors. The commencement date of the fiscal year shall be subject to change by the Board of Directors for accounting reasons or other just cause.
Section 3. Bank. Funds of the WHCC shall be initially deposited in such bank or savings associations as may be designated by the Board of 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. The funds may be invested from time to time in accounts or deposit certificates of such bank or savings association as are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
ARTICLE XVIII
LOGO
The Association may (but need not) have a logo. If the Board of Directors determines that the WHCC shall have a logo, then it shall have inscribed thereon the name of the WHCC.
ARTICLE XIX
SEVERABILITY
In the event that any of the terms, provisions or covenants of these bylaws or the WHCC documents are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify or impair in any manner whatsoever any of the other terms, provisions or covenants held to be partially invalid or unenforceable.
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