BYLAWS

OF

ST. MARTIN POINTERS ASSOCIATION, INC.

ARTICLE I

NAME AND PURPOSE

1.01     Name.     The name of the organization shall be St. Matins Pointers Association.  It

            shall be a nonprofit organization incorporated under the laws of the State of

            Michigan.

1.02     Purpose.     The purpose is to promote the social and environmental welfare of the

            people of St. Martins Point Subdivision and Stony Point Subdivision (hereafter, “the

            subdivisions”) including the maintenance of the private roads and parks therein.

ARTICLE II

OFFICES

2.01     Principal Office.    The principle office of the Corporation shall be at such place within

            Michigan as the Board of Directors may determine from time to time.

2.02     Other Offices.    The Board of Directors may establish other offices in or outside the  

            State of Michigan.

ARTICLE III

MEMBERS

3.01     Eligibility For Membership.    To be eligible for membership in the Association an

             individual must satisfy the following requirements:

1. A member must own property in the subdivisions. Membership shall be by written application and timely payment of annual dues by any unit of individuals, corporation, partnership, or trust owning property in the subdivisions who remain in good standing.

2. To remain in good standing, a member must maintain ownership of property in the subdivisions and pay annual dues within ninety (90) days after written notice of payment

due has been personally delivered or sent by first class mail.

      c.   A member or property owner may include Association membership as a condition or

            requirement of sale and purchase.

      d.   Privileges of membership include but are not limited to:

                        i. Right to vote at membership meetings;  

                       ii. Use of the marina;

                      iii. Use of the gate toMiami Beach(SearchBay), and;

                      iv. Use of all subdivisions easements.

3.02     Membership Dues.    The Board of Directors shall establish the initial and annual dues for

            membership in the Corporation.  The billing and collection of dues shall be in a manner

            prescribed by the Board of Directors

3.03     Termination of Membership. Membership will automatically be terminated on the

occurrence of failure to satisfy any of the requirements of section 3.01(a) or (b).  

     Non-members do not have, and terminated members shall lose the privilege of using the

     marina, and the gate toMiami Beach(SearchBay), and all easements.

3.04     Annual Meeting.   The annual meeting of the members shall be held on a Saturday

    close to the fourth day of July. At each annual meeting, directors shall be elected and  

    any other business shall be transacted that may come before the membership. A

    membership year begins on July 1^st and concludes June 30^th of the next year. Roberts

    Rules of Order may be used as a guide on parliamentary procedure.

3.05    Special Meetings.   Special meetings of the membership may be called by the Board of

           Directors or the President.  Such meetings shall also be called by the President or

           Secretary at the written request of not less than 10 percent of members.

3.06    Place of Meetings.    All membership meetings shall be held at a place determined by the

           Board and stated in the notice of the meeting.

3.07    Notice of Meetings.   Except as otherwise provided by statute, written notice of the time,

    place, and purpose of a membership meeting shall be given not less than 10 days nor more

    than 60 days before the date of the meeting.  Notice shall be given either personally or by

    mail to each member of record entitled to vote at the meeting at his or her last address as it

    appears on the books of the Corporation.  Alternatively, notice may be published in the

    Corporations Newsletter, provided that the Newsletter is published at least semiannually

    and is mailed to the members entitled to vote at the meeting not less than 10 days nor

    more than 60 days before the date of the meeting.

3.08    Record Dates.   The Board of Directors may fix in advance a record date for the purpose

    of determining members entitled to notice of and to vote at membership meeting or to

           consent or not to consent to a proposal.  The date fixed shall not be more than 60 days

           before any other action.

3.09    List of Members.    The Secretary of the Corporation or the agent of the Corporation   

    having charge of the membership records of the Corporation shall make and certify a

    complete list of members entitled to vote at a membership meeting or for adjournment of  

     a membership meeting. The membership list shall be provided at the time and place of

     the membership meeting, be subject to inspection by any members during the whole time

     of the meeting, and be prima facie evidence of the members entitled to examine the list or

     vote at the meeting. 

3.10    Quorum.     Members present in person or by proxy who, as of the record date, represent

    ten percent of the units (unit refers to: see 3.01a) entitled to vote at a membership meeting

    shall constitute a quorum at the meting.  Whether or not a quorum is present, the meeting

    may be adjourned by vote of the members present.

3.11    Proxies.    A member entitled to vote at a membership meeting or to express consent or

           dissent without attending a meeting may authorize other persons to act for the member by

           proxy. 

3.12     Voting.    Each unit is entitled to one vote at an annual meeting or special meeting on

            each matter submitted for a vote.  When an action, other than the election of directors,  

            is to be taken by a vote of the members, it shall be authorized by a majority of the

            votes cast by the units entitled to vote, unless a greater vote is required by statute. 

            Directors shall be elected by a plurality of votes cast at an annual meeting. Election of

            directors shall be by ballot or absentee ballot (absentee ballot is the same as ballot, but is

            notarized, is first class mailed, delivered in person, or an individual designated by the

            voter to the secretary of the Board) per member. A notarized absentee ballot must list all

            items of business in detail.  Only one vote per unit of individuals regardless of the

            number of individuals within the unit or the amount of properties held by that unit is

            allowed at a meeting.

3.13     Meeting by Telephone or Similar Equipment.   A member may participate in a

            membership meeting by conference telephone or any similar communications equipment.

            All persons participating in the meeting must be able to hear each other. Participating

            in a meeting pursuant to this section constitutes presence in person at the meeting.

3.14     Rentals.    Property owners will be responsible for their tenants.  Temporary or seasonal

            non-property owners or their invited guests are the full responsibility of the property

            owner/member and shall comply with all rules and regulations of the law and By-laws

            (look at deed restrictions).

ARTICLE IV

BOARD

4.01     General Powers.    The business property and affairs of the Corporation shall be managed

            by the Board of Directors.

4.02     Number.     There shall be seven (7) directors on the Board.  At least two should be

            members who are in residence in the subdivisions a minimum of 10 months of each year

            of their term.

4.03     Tenure.     Seven directors will be elected the first meeting after incorporation. The four

            receiving the most votes will serve a two-year term. The remaining three will serve one

            year.  After the first year all terms will be two years.  Directors shall be elected at each

            annual membership meeting and will serve for two years after the first year.  The director

            will serve the term until the director’s death, resignation, or removal. The tenure of

            all board members shall be limited to two consecutive two year terms.

4.04     Resignation.  A director may resign at any time by providing written notice to the

            Corporation.  Notice of resignation will be effective on receipt or at a later time

            designated in the notice.  A successor shall be appointed as provided in Section 4.06 of

            the By-laws.

4.05    Removal.   Any director may be removed with or without cause by a majority vote of the   

    units entitled to vote at special called meeting or an election of directors (annual meeting).

    One vote per membership (see 301.b).

4.06    Board Vacancies.    A vacancy on the Board may be filed with a person selected by the

           remaining directors of the Board. Each person so elected shall be a director for a term of         

           the director being replaced.

4.07    Annual Meeting.    An annual meeting shall be held each year on the Saturday closest to

    the fourth day of July immediately after the annual membership meeting. If the annual

    meeting is not held at that time, the Board shall cause the meeting to be held as soon

    thereafter as is possible.

4.08    Regular Meetings.    Regular meetings of the Board may be held at the time and place

    determined by a Board resolution without notice other than the resolution.

4.09    Special Meetings.    Special meetings of the Board may be called by the President or any

    two directors at a time and place as determined by those persons authorized to call special

    meetings.  Notice of the time and place of special meetings shall be given to each director

    in any manner at least three days before the meeting.

4.10    Statement of Purpose.   Neither the business to be transacted, nor the purpose of, any

    regular or special meeting of the Board need be specified in the notice for the meeting.

4.11    Waiver of Notice.    The attendance of a director at a Board meeting shall constitute a

    waiver of notice of the meeting, except where a director attends a meeting for the express

    purpose of objecting to the transaction of any business because the meeting is not lawfully

    called or convened. In addition, the director may submit a signed waiver of notice that

    shall constitute a waiver of notice to the meeting.

4.12    Meeting by Telephone or Similar Equipment.    A director may participate at his or her

    option provided that written notice of that desire is received prior to the meeting by

    conference telephone or any similar communications equipment through which all

    persons participating in the meeting can hear each other.

4.13    Quorum.    A majority of the directors then in office constitutes a quorum for the

    transaction of any business at any meeting of the Board. Unless otherwise required by

    law, actions voted on by a majority of the full Board at a meeting where a quorum is

    present, shall constitute authorized action of the Board.

4.14    Consent to Corporate Actions.    Any action required or permitted to be taken pursuant to

    Board authorization may be taken without a meeting if, before or after the action, all

    directors consent to the action in writing.  Written consents shall be filed with the minutes

    of the Board’s proceeding.

ARTICLE V

COMMITTEES

5.01     General Powers.    The Board, by resolution adopted by a vote of the majority of its

directors, may designate one or more committees, each committee consisting of one or more directors.  The Board may also designate one or more directors as alternate committee members who may replace an absent or disqualified member at a committee meeting. If a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified member. All committees designated by the Board shall serve at the pleasure of the Board.

A committee designated by the Board may exercise any powers of the Board in managing the Corporation’s business and affairs, to the extent provided by resolution of the Board. However, no committee shall have the power to:

a.)   Amend the articles of incorporation;

b.)   Adopt an agreement of merger or consolidation;

c.)   Amend the By-laws of the Corporation;

d.)   Fill vacancies on the Board;

e.)   Fix compensation of the directors for serving on the Board or on a committee;

f.)    Recommend to members the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets;

g.)   Recommend to the members a dissolution of the Corporation or a revocation of a dissolution;

h.)   Terminate memberships.

5.02     Meetings.    Committees shall meet as directed by the Board and their meetings shall be

governed by the rules provided by the Board. Minutes shall be recorded at each committee meeting and shall be presented to the Board at its next regular or special meeting.

5.03     Consent to Committee Actions.    Any action required or permitted may be taken without

a meeting if before the action all members of the committee consent to the action in writing.  Written consents shall be filed with the minutes of the committee’s proceedings.

ARTICLE VI

OFFICERS

6.01     Number.     The officers of the Corporation shall be elected by the Board.  The officers

shall be a President, a Vice President, Secretary, and Treasurer. The President shall be a

voting member of the Board. Two or more offices may be held by the same person. 

Tasks of the Secretary and or the Treasurer may be delegated by the Board to any other

member or members of the Board or the Association.

6.02     Terms of Office.    Each officer shall hold office for the term appointed and until a

successor is appointed and qualified.  An officer may resign at any time by providing        written notice to the Corporation.  Notice of resignation is effective on receipt or at a later     time designated in the notice.

6.03     Removal.    An officer appointed by the Board may be removed with or without cause by

vote of a majority of the Board.

6.04     Vacancies.    A vacancy in any office for any reason may be filled by the Board.

6.05     President.     The President shall be the chief executive officer of the Corporation and shall have the authority over the general control and management of the business and affairs of the Corporation.  The President shall sign all corporate documents and agreements on behalf of the Corporation, unless the President or the Board instructs that the signing be done with or by some other officer, agent, or employee. The President shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office.  This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other officer of the Board.

6.06     Vice President.    The Vice President, if any, shall have the power to perform duties that may be assigned by the President or the Board.  If the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise.  The Vice President shall perform all duties incident to the office.

6.07     Secretary.    The Secretary shall:

a)     Keep minutes of Board meetings;

b)     Be responsible for providing notice to each member or director as required by law, the articles of incorporation, or these By-laws;

c)     Be the custodian of corporate records;

d)     Keep a register of the names and addresses of each member, officer and director;

e)     Perform all duties incident to the office and other duties assigned by the President or the Board.

f)      Manage the website or may delegate it to qualified member at Board approval.

6.08     Treasurer.    The Treasurer shall:

a)     Have charge and custody over corporate funds and securities;

b)     Keep accurate books and records of corporate receipts and disbursements;

c)     Deposit all moneys and securities received by the Corporation at such depositories in the Corporation’s name that may be designated by the Board;

d)     Complete all required corporate filings;

e)     Have an annual audit of the books performed by two non-Board Association members. The Board will decide by three-fourths of the directors who will audit the books.

f)      There shall be a professional review by a Certified Public Accountant (CPA) every fifth (5^th) year.  The CPA fee will be paid out of the Association General Fund.

g)     Perform all duties incident to the office and other duties assigned by the President or the Board.

ARTICLE VII

CORPORATE DOCUMENT PROCEDURE

            No corporate documents (including agreements, insurance contracts, checks, notes, disbursements, loans, and other debt obligations) shall be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these By-laws.

ARTICLE VIII

INDEMNIFICATION

8.01     Non-derivative Actions.    Subject to all of the other provisions of this article, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether formal or informal (other than an action by or in the right of the Corporation). Such indemnification shall apply only to a person who was or is a director or officer of the Corporation, or who was or is serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit.  The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interest of the Corporation or its members (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

8.02     Derivative Actions.    Subject to all of the provisions of this article, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the Corporation or the person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the Corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expense which the court considers proper.

8.03     Expenses of Successful Defense.    To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 or 8.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

8.04     Contact Right: Limitation on Indemnity.    The right to indemnification conferred in this article shall be a contract right and shall apply to the services of a director or officer as an employee or agent of the Corporation as well as in such person’s capacity as a director or officer.  Except as provided in section 8.03 of this article, the Corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such persons without authorization by the Board.

8.05     Determination That Indemnification Is Proper.   Any indemnification under sections 8.01

or 8.02 of this article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case. The Corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 8.01 or 8.02, whichever is applicable.  Such determination shall be made in any of the following ways:

a)     By a majority vote of a quorum of the Board consisting of directors who were 

      not parties to such action, suit, or proceeding.

b)     By independent legal counsel in a written opinion, to the Board.

c)     By majority vote of the directors of the Corporation.

8.06     Proportionate Indemnity.    If a person is entitled to indemnification under sections 8.01

            or 8.02 of this article for a portion of expenses, including attorney fees, judgments,

            penalties, fines, and amounts paid in settlement, but not for the total amount, the

            Corporation shall indemnify the person for the portion of the expenses, judgments,

            penalties, fines, or amounts paid in settlement for which the person is entitled to be

            indemnified.

8.07         Expense Advance.   Expenses incurred in defending a civil or criminal action suit, or

proceeding described in sections 8.01 or 8.02 of this article may be paid by the

Corporation in advance of the final disposition of the action, suit, or proceeding, on

receipt of an undertaking by or on behalf of the person involved to repay the expenses, if

it is ultimately determined that the person is not entitled to be indemnified by the

Corporation.  The undertaking shall be an unlimited general obligation of the person on

whose behalf advances are made, but need not be secured.

8.08     Non-exclusivity of Rights.     The indemnification or advance of expenses provided under

this article is not exclusive of other rights to which a person seeking indemnification or

advancement of expenses may be entitled under a contractual arrangement with the

Corporation.  However, the total amount of the expenses advanced or indemnified from

all sources combined shall not exceed the amount of actual expenses incurred by the

person seeking indemnification or advancement of expenses.

8.09     Indemnification of Employees and Agents of the Corporation.     The Corporation may, to

the extent authorized from time to time by the Board, grant rights to indemnification and

to the advancement of expenses to any employee or agent of the Corporation to the fullest

extent of the provisions of this article with respect to the indemnification and

advancement of expenses of directors and officers of the Corporation.

8.10     Former Directors and Officers.     The indemnification provided in this article continues

            for a person who has ceased to be a director or officer and shall inure to the benefit of the

            heirs, executors, and administrators of that person.

8.11     Insurance.     The Corporation may purchase and maintain insurance on behalf of any

            person who (a) was or is a director, officer, employee, or agent of the Corporation. Such

            insurance may protect against any liability asserted against the person and incurred by

him or her in any such capacity or arising out of his or her status as such, whether or not

the Corporation would have power to indemnify against such liability under this article or

the laws of the State ofMichigan.

8.12     Changes in Michigan Law.      If there are any changes in theMichigan statutory

            provisions applicable to the Corporation and relating to subject matter of this article, then

the indemnification to which any person shall be entitled shall be determined by such

changed provisions, but only to the extent that any such change permits the Corporation

to provide broader indemnification rights than such provisions permitted the Corporation

to provide before any such change.

ARTICLE IX

COMPENSATION

            When authorized by the Board, after appropriate documentation thereof, a person shall be reasonably compensated for services rendered to the Corporation as an officer, director, employee, agent, or independent contractor, except as prohibited by these By-laws.

ARTICLE X

FISCAL YEAR

            The fiscal year of the Corporation shall end on June 30.

ARTICLE XI

AMENDMENTS

Provision For Review and Amendment of By-Laws and Ratification Procedure. The Board of Directors at any regular or special meeting may recommend to the membership amendments or repeal of the By-laws, or recommend the adoption of new By-laws, by vote of a majority of directors, if written notice setting forth the terms of the proposal has been given to all directors at least 21 days prior to the Board meeting.  In order for membership to act on the recommendations, notice setting forth the date and time of the membership meeting and the terms of the recommendation must be given by first class mail to all members at least 21 days before a membership meeting.

 Conduct,

 Restrictions,

 & Bylaws