Articles of Incorporation

Chain of Lakes Association (C.O.L.A.)

ARTICLE I

The name of the Organization is Chain of Lakes Association (COLA), hereafter known as the Corporation.

ARTICLE II

The organization is formed for the mutual benefit of the members of the Corporation in the following general areas:

To provide for the Orderly Development of our Lake Areas.

Lake pollution control through water testing, aquatic weed control, and influence of local road drainage.

Observation, reporting, and lake-user education concerning harmful water-use activities.

To work with Township and County governments so that lake and building restrictions are maintained and upgraded, where possible, to protect and preserve the quality of the lake, and to perform such legal action as may be deemed necessary, by majority vote of the membership, to achieve the above objectives.

ARTICLE III

This Corporation is organized as a membership corporation on a non-stock, non-profit basis.

1. To the extent permitted by law, a volunteer Director shall not be personally liable to the Corporation or its members for monetary damages for breech of Director’s fiduciary duty.

2. The Corporation assumes all liability to any person other that the Corporation or its members for all acts or omissions of a volunteer Director occurring after Sept. 1, 2001.

Articles of Incorporation

Chain of Lakes Association (C.O.L.A.)

ARTICLE IV

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation in such manner, or to such organization(s) organized exclusively for the care and welfare of lakes who qualify as an exempt organization(s), as the Board of Directors shall determine, to the principle office of these organization(s) in Clare County, according to Article X of the by-laws.

By Laws-C.O.L.A. Article I-Membership, Dues and Funds

SECTION 1.

Any adult person may become a member of C.O.L.A. by applying for membership to the Secretary.

Membership will continue until a member advises the Secretary of his or her intent to discontinue membership. A membership card will be issued to each member.

The yearly membership fee shall be set by the Corporation and is due at the regular meeting in July.

Funds for the Corporation shall be derived from donations from individuals, area businesses, associations and charitable organizations. Fundraisers may also be held as necessary. Individuals and organizations that donate an amount equal to or in excess of the yearly dues may be designated honorary members for that year.

Lakes and Channels covered in C.O.L.A.

1. (Townline Lake & Lake No. 5) 2. (Sand Lake) 3. (Haven Lake) 4. (Lost Lake) 5. (Boathouse Lake) 6. (Canada Lake) 7. (Lake No. 4) 8. (Haven Lake Channel) 9. (Channel between Sand Lake & Boathouse Lake).

One (1) Director from each of the above named Lakes and Channels nine (9) in total will be voted on as the Board of Directors.

SECTION 2.

In the event that any member engages in serious violation of conduct, or a violation of law which would reflect adversely upon the Corporation, or commits acts of destruction of property or personal assaults while participating in Corporation activities, the Board of Directors may, by majority vote, vote to terminate or suspend that person’s membership. Such a person will be served by registered letter with notice of his violation and the judgment of the Board of Directors at the earliest possible moment.

Any person whose membership is terminated or suspended may, in writing, within thirty days (30) from the effective date of said termination or suspension, have the question placed before the membership at the next meeting. At said meeting, after a presentation of the case by both sides, so long as there is a quorum present, the membership shall vote on whether to uphold, overturn or amend the decision of the Board of Directors. A majority vote of the membership by secret ballot at said meeting shall result in the final determination as to upholding, overturning or amending the penalty.

Article II – Meetings

SECTION 1. – MEETINGS

All meetings of the Corporation shall be held at such times and places as designated by the Board of Directors of the Corporation. Robert’s Rules of Order shall govern the conduct of all meetings.

SECTION 2. – ANNUAL MEETINGS

The annual meeting of the Corporation shall be held in July of each year. The notice of the annual meeting shall be sent at least one week in advance of the meeting to all current members by regular mail. The notice shall contain the date, time and place of the meeting.

SECTION 3. – SPECIAL MEETINGS

A special meeting of the members of this Corporation may be called at any time by the President or a majority of the Board of Directors by regular mail at least four (4) days in advance of the date of the special meeting, or by combination of personal notice, telephone notice and delivery of written notice to the residences of those members not able to be contacted otherwise (said notices may be left with the residence if no one is home) in a manner reasonably calculated to notify all members of the special meeting.

SECTION 4. – DIRECTORS AND MEETINGS

The Board of Directors of this Corporation shall consist of thirteen (13) members: a Director – president, a Director – vice-president, a Director-secretary, a Director – treasurer. There also will be one (1) Director for each of the above named Lakes and Channels stated in SECTION 1 (F). The directors shall be chosen from any current members of the Corporation. Honorary directors may be appointed by the Board of Directors of the Corporation for meritorious service to the Corporation.

Directors shall be elected as appropriate, at any annual or special meeting. Previous directors shall serve until they resign or until there successors are elected or appointed. In the event a director resigns or dies during his or her term of office, the Board of Directors shall appoint, by majority vote, a replacement that shall serve until the next annual or special meeting of the membership. Any director elected or appointed for an existing term shall continue in office until the next election or until the term expires. The Board of Directors shall hold such regular and special meetings as they, in their discretion, deem necessary and each director shall be given two (2) days notice of any meeting. Either the President or any two directors may call special meetings, with (2) days notice.

Article III – Order of Business

The order of business at meetings of members shall be as follows:

Call to order
Pledge of Allegiance to the Flag
Roll call
President’s report
Secretary’s report – minutes of previous meeting
Treasurer’s report
Approval of Agenda
Correspondence
Old Business
New Business
Adjourn

Provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion.

Article IV– Quorum

SECTION 1. – QUORUM OF MEMBERS

Seven (7) members present at the annual meeting, after notice given as here and above provided, shall constitute a sufficient quorum for doing business, whether or not there are present a majority of the members of the Corporation. Five (5) members at a general meeting shall constitute quorum.

SECTION 2. – QUORUM OF DIRECTORS

A majority of the directors constitutes a quorum at any meeting of the directors.

Article V – Voting

SECTION 1. – WHO IS ENTITLED TO VOTE

Each member of this Corporation is entitled to one vote in person.

SECTION 2. – MANNER OF VOTING

The Board of Directors shall prescribe the rules and manner of voting.

Article VI – Board of Directors

SECTION 1. – NUMBER OF TERM OF DIRECTORS

The Board of Directors shall be chosen and shall be the same as set forth in Article II, Section 4 of these by-laws.

SECTION 2. – DIRECTORS OF THE CORPORATION

The membership shall select from its own members a President, Vice-President, Secretary, Treasurer and nine (9) Directors.

Each of the above officers shall serve for a period of one (1) year or until his or her successor is elected. The Board of Directors shall also have the power to appoint agents and representatives for the necessary transaction of the corporate business.

SECTION 3. – PRESIDENT

The President shall be the chief officer of the Corporation. The President shall conduct all meetings of the directors and members. The President shall perform such other duties as may be appropriate to his office or as the Board of Directors may, from time to time, direct.

SECTION 4. – VICE PRESIDENT

The Vice-President shall serve in the absence of the President and shall perform such other duties as the Board of Directors may, from time to time, direct.

SECTION 5. – SECRETARY

The Secretary shall take minutes at all meetings of the directors and members, and shall be responsible for maintaining records of the Corporation and shall perform such other duties as the Board of Directors may, from time to time, direct. In the absence of the Secretary, the President shall select an alternate person from the Board of Directors to serve as Acting Secretary.

SECTION 6. – TREASURER

The Treasurer shall be responsible for maintaining all books and records concerning the finances of the Corporation, together with such other duties as the Board of Directors may, from time to time, direct. The Treasurer shall collect the membership funds and other funds and donations and deposit said funds in the Corporate General Account. In the absence of the Treasurer, the President shall select an alternate person from the Board of Directors to serve as Acting Treasurer.

SECTION 7. – THE BOARD OF DIRECTORS

The Board of Directors shall have full power and authority to conduct all business reasonably necessary to the operation of the Corporation, including, but not limited to, all matters involving the raising of revenue and the making of expenditures with the limitation that the Board of Directors shall make no single expenditure in excess of five hundred dollars ($500.00) without the approval of the membership.

SECTION 8. – REMOVAL OF DIRECTORS

No officer or director shall be removed, except by a majority vote of the members of the Corporation present at an annual or special meeting. Unless a violation occurs under ARTICLE IV SECTION 2.

Article VII – Officers

VACANCY

In the event of a vacancy of the officers of the Corporation, the Board of Directors shall select another director to fill that office for the remaining term of such office.

Article VIII – Execution of Instruments

LEGAL DOCUMENTS

All checks, drafts, orders, contracts or conveyances shall be signed or executed in the name of the Corporation by two (2) persons. Either the President or Vice-President may make the first of the two signatures. The Secretary or Treasurer must make the second of the two signatures. At the discretion of the Board, the Treasurer may be given the sole power to sign the corporate checks.

Article IX – Amendments

AMENDMENT OF BY-LAWS

These by-laws may be amended provided the proposed By-Law changes are presented to the membership by the Board of Directors for three (3) consecutive months at General meetings. Voting on the proposed By-Law changes must take place at any Annual or General meeting of the membership. These amendments are subject to the seven (7) – member quorum requirements. This Annual or General meeting is subject to the requirement of Article II of these By-Laws.

Article X – Dissolution

DISSOLUTION OF CORPORATION

This Corporation shall continue for an indefinite period, pursuant to Michigan Law, and shall be dissolved only by a vote of the members at an Annual meeting. Upon dissolution, assets of the Corporation shall be turned over to the following:

Donation to another Association that is a non-profit and non-stock Association that is in good standing with Michigan State law.

Changes to by-laws

Must include reason, date, motion made by, seconded by, discussion, votes yes and votes nay.

This is to Certify That

Chain Of Lakes Association (C.O.L.A.)

Was validly incorporated on September 1, 2001, as a Michigan nonprofit corporation, and said corporation are validly in existence under the laws of this State.

This certificate is issued to attest the fact that the corporation is in good standing in this office as of this date and is duly authorized to transact business or conduct affairs in Michigan and for no other purpose. It is in the usual form, made by me as the proper officer, and is entitled to have full faith and credit given it in every court and office within the United States.

Bureau of Commercial Services

September 1, 2001

Sample page only!!!!!!!!!!!!!!!!!!!!

NOTE: This page will be sent back from State of Michigan containing our Corporation Numbers. This is a sample page only.

(Copied from official Michigan Department of Consumer and Industry Services Certificate)

Application for Assumed Name

Local Court House

You can obtain this form from your Local Court House.

It is used mainly to show the name of the Corporation is recorded so no one else can use it in your County.

If someone else already has the name you want, you must choose another name for your Corporation.

Application for Employer Identification Number

Department of the Treasury Internal Revenue Service

Form SS-4

1. After you have filled out the form SS-4 you may call 1-859-292-5467 to obtain the Employer Identification Number 38- number.

2. Al Loucks obtained the original EIN 38- number for the Chain Of Lakes Association on September 12, 2001. Acting as President of the Association.

3. The EIN number for Chain Of Lakes Association is 38-3623003

4. If and when there is a change of Officers a letter must be sent to I.R.S. Cincinnati, OH 45999

5. Line 1. Of letter must read Change Of Officers, the names and titles of the new Officers that will be replacing the old Officers? The new Officers addresses and Phone Numbers. The Chain of Lakes Association can still use the P.O. Box 828 Harrison, MI 48625. They just need the addresses of Officers in case they have to contact them.

6. Line 2. Of letter must be typed as Stop 533 Unit 25

7. When starting the Association as a non-stock and non-profit Organization. You must obtain this number to open a checking account for the Association.

8. By using this EIN number you will not have to use your own Social Security number.

Articles of Incorporation Papers to be filed

Form bcs/cd-502 For Non-Profit Corporations

1. Michigan Department of Commerce – Corporation and Securities Bureau

2. There is a fee of $20.00 to file this application.

Mail completed form and fee to:

3. Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, MI 48909-7554

Phone 517-241-6400

4. Do not send by-laws and Constitution. All they need is the Articles of Incorporation.

5. The top block of the form says for Bureau use only, but in the lower left corner of the same block you have to fill in a return address for them to send you the Corporation papers back.

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