Announcements

Limited Availability

UPDATE February 9, 2026:
The waiting list is now closed.

The one-bedroom waiting list is now open for a limited time and is restricted to the first 25 applications received. Be advised, the max-occupancy for our one-bedrooms is two individuals, including children.

All applicants must come in person to our office at 2351 Shadowood Drive, Ann Arbor, MI 48108

There is no estimated timeframe for when the two or three bedroom waiting list will open. Please refrain from calling for updates.

This information is being provided to you as a way to easily see the amendments to the Forest Hills Articles of Incorporation and Bylaws that have been recommended by the Board of Directors with guidance from the Cooperative Attorney.

At a Special Membership Meeting, you will be asked to vote on these proposed amendments to the Bylaws, as well as to amend the Articles of Incorporation to update and marry them with Forest Hills operations and Bylaws. Attached you will find the current Bylaws with redlined revisions and the current Articles of Incorporation with redlined revisions.

The Voting Ballot will be subdivided into TEN basic areas of amendments and references to specific numbered amendments as set out in the Crosswalk below, as follows:

Proposed Revisions

ARTICLE I. NAME AND LOCATION OF CORPORATION

Section l. The name of this Corporation is Forest Hills Cooperative. Its principal office is located in the City of Ann Arbor, Washtenaw County, Michigan.

ARTICLE II. PURPOSE

Section 1. The purpose of this Corporation is to provide its members with housing and community facilities, if any, on a nonprofit basis consonant with the provisions in its Articles of Incorporation.

ARTICLE III. MEMBERSHIP

Section l. Eligibility.

Any natural person approved by the Board of Directors shall be eligible for membership, provided that he or she executes a Subscription Agreement and Occupancy Agreement in the usual form employed by the Corporation covering a specific unit in a particular mortgage area of the housing project Cooperative.

The term "natural person" for purposes of these Bylaws includes a grantor-type revocable trust duly executed by a member wherein the member is the grantor and initial trustee of the member's revocable trust.

Section 2. Application for Membership.

Application for membership shall be presented In person on a form prescribed by the Board of Directors, and all such applications shall be acted upon promptly by the Board of Directors.

Section 3. Subscription Funds.

All Subscription Funds (which term includes the funds collected from each subscriber on account of the Subscription Price and the Initial Payment under the Occupancy Agreement, but excludes the funds required for credit reports) received from applicants prior to the insurance endorsement of the mortgage note by the Federal Housing Administration (hereinafter sometimes referred to as the "Administration") shall be deposited promptly without deduction in a special account Subscribers to Membership, which monies shall not be general corporate funds, but shall be held solely for the benefit of the Subscribers until transferred to the account of the Corporation as hereinafter provided, such special account or accounts shall be established with such bank or banks or savings and loan association or associations (whose deposits are insured by an agency of the Federal Government) as may be approved by the Administration. Such account or accounts may be interest bearing, with the interest earned to be retained and owned by the Corporation. Such funds shall be subject to withdrawal or transfer to the account of the Corporation or disbursed in a manner directed by the Corporation only upon certification (which certification shall appear on the face of any check, if such funds have been deposited in a checking account) by the President or Vice President and Secretary or any Assistant Secretary of the Corporation to the above-named institution or institutions that:

1. The Subscription Agreement of a named applicant has been terminated pursuant to its terms and such withdrawal is required to repay the amount paid by him under such agreement; or
2. (b) Applicants for at least 90% of the dwelling units to be covered by the mortgage have not been procured within the effective period of the FHA Commitment, or any extension thereof, and such withdrawal is required to repay to the applicants the amount paid by chem; or
3. (c) Applicants for at least 90% of the dwelling units to be covered by the mortgage (or such lesser number as may be approved by the Administration) have signed Subscription Agreements, have been approved as to their credit by the Administration, and have paid the subscription price in full. If these requirements have been met and the mortgage loan has been scheduled for closing with the approval of the Administration, the entire amount of the funds in the subscription escrow account may be transferred to the corporation, at which time the corporation shall issue and deliver membership certificates to all members.

If more than one mortgage is to be executed by the corporation, this section shall be deemed to be applicable co the specific subscription fund received from applicants with respect to the specific dwelling units to be covered by each mortgage and to require the creation of separate and specific escrow accounts with respect to each mortgage

Section 4. Members, Authorized Memberships, Joint Memberships, and Occupancy Agreements

1. The members shall consist of those persons the individuals comprising the first Board of Directors, as identified in the Articles of Incorporation or their successors and such subscribers as have been approved for membership by the Board of Directors and who have paid for their membership and received membership certificates. The status of the Directors named in the Articles of Incorporation (or their successors elected by them) as members shall terminate at the first annual membership meeting, unless they have executed Subscription Agreements and, where required by the Administration, Occupancy Agreements.
2. The authorized membership of the Corporation shall consist of--306330-- memberships, all of one class, with a par value and Subscription Price of $100 each.
3. The Corporation will offer to the members Occupancy Agreements on the dwelling units in the housing project Cooperative. The Occupancy Agreements shall all be of one class, except that there will be differences in the monthly housing charges thereunder and there may likewise be differences in the Initial Payments thereunder to reflect differences in the dwelling units involved. In each instance, the Initial Payment under the Occupancy Agreement (which Initial Payment is hereinafter sometimes referred to as "Value of Occupancy Agreement") shall be the amount established by the Corporation and approved by the Administration to be paid by the first occupant of the unit involved as shown on the books of the Corporation. Such Initial Payment is in addition to the Subscription Price set forth in paragraph (b) of this Section and the monthly housing charges under the Occupancy Agreement.
4. Members may apply for a joint membership of up to two (2) natural persons, and, subject to the co-member's approval for membership, may be accepted for such membership. Any provisions relating to the rights and liabilities of membership shall apply equally with respect to the holders of a joint membership. Joint Memberships, without limiting the generality of the foregoing, and in addition to the requirements set out under Article III, Section 8(t) of these Bylaws, are subject to the following:
   1. The presence at a meeting of either or both shall be regarded as the presence of one Member and shall constitute a joint waiver of notice of the meeting;
   2. The vote of either separately, or both jointly, shall constitute one joint vote;
   3. A waiver of notice signed by either or both shall constitute a joint waiver;
   4. Notice to either shall constitute notice to both;
   5. Expulsion of either shall terminate the joint membership;
   6. Withdrawal of either shall terminate the joint membership;
   7. Either, but not both, may be elected or appointed as an officer or board member, provided that both meet the qualifications for such office.
   8. Joint memberships may only be held in the entireties or jointly with full rights of survivorship. 
   9. Both Joint Members must physically occupy the cooperative dwelling unit unless the joint membership is terminated.

Section 5. Membership Certificates

Each membership certificate shall state that the Corporation is organized under the laws of the State of Michigan---·----------the name of the registered holder of the membership represented thereby the Corporation lien rights as against such membership as set forth in this Article, and the preferences and restrictions applicable thereto, and shall be in such form as shall be approved by the Board of Directors, Membership certificates shall be consecutively numbered, bound in one or more books, and shall be issued therefrom upon certification as to full payment. Every membership certificate shall be signed by the President or Vice President, and the Secretary or Assistant Secretary, and shall be sealed with the corporate seal.

Section 6. Lost Certificates

The Board of Directors may direct a new ce1iificate or certificates to be issued in place of any certificate or ce1tificates previously issued by the Corporation and alleged to have been destroyed or lost, upon the making of an affidavit of chat fact by the person claiming the ce1iificate to be lost or destroyed, When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the registered owner of such lost or destroyed certificate or certificates, or his legal representative, to adve1iise the same in such manner as the Board of Directors shall require and to give the Corporation a bond in such sum as the Board of Directors may require as indemnity against any claim that maybe made against the Corporation.

Section 7. Lien

The Corporation shall have a lien on the outstanding regular memberships in order to secure payment of any sums which shall be due or become due from the holders thereof for any reason whatsoever, including any sums due under any occupancy agreements.

Section 8. Transfer of Membership

Except as provided herein, membership shall not be transferable and, in any event, no transfer of membership shall be made upon the books of the Corporation within ten (10) days next preceding the annual meeting of the members. In all transfers of memberships the Corporation shall be entitled to a fee it deems appropriate to compensate it for the processing of the transfer. No member, including joint members, may hold more than one membership interest.

1. Death of Member. If, upon death of a member, the member's his-membership in the Corporation passes by will or intestate distribution, by a written attestation of the Member on a form approved by the Corporation, or trust, to a member of his the member's immediate family, such legatee, beneficiary, or distributee may, if qualified for membership and having paid for all amounts due under the Occupancy Agreement, assume by assuming in writing the terms of the Subscription Agreement and Occupancy Agreement, where required by the Administration, within sixty (60) days after member's death, and paying all amounts due thereunder, become a member of the Corporation. If the member dies and an obligation is not assumed in accordance with the foregoing, then the Corporation shall have an option, but not the obligation, to purchase the membership from the deceased member's trust or estate in the a manner provided in paragraph (b) of this Section, written notice of the death being equivalent to notice of intention to withdraw.
   If the Corporation does not exercise such option, the provisions of paragraph ( c) of this Section shall be applicable, the references to "member" therein to be construed as references to the legal representative of the deceased member or trustee of the deceased member's revocable trust. Any legal representative of the deceased Member must provide documentation by way of an order of the Washtenaw County Probate Court authorizing that person to act on behalf of the deceased Member's estate, or such other legal document recognized under Michigan law as authorizing that person to act on behalf of the deceased Member's estate.
2. Option of Corporation to Purchase. If the member desires to leave the project Cooperative, he the member shall notify the Corporation in writing of such intention and the Corporation shall have an option for a period of thirty (30) days commencing the first day of the month following its receipt of such notice, but not the obligation, to purchase the membership, together with all of the member's rights with respect to the dwelling unit, at an amount to be determined by the Corporation as representing the transfer value thereof, less any amounts due by the member to the Corporation under the Occupancy Agreement, and less the cost or estimated cost of all deferred maintenance, including painting, redecorating, floor finishing, and such repairs and replacements as are deemed necessary by the Corporation to place the dwelling unit in suitable condition for another occupant. The purchase by the corporation of the membership will immediately tenninate the member's rights and the member shall forthwith vacate the premises.
3. Procedure Where Corporation Does Not Exercise Option. If the Corporation waives in writing its tight to purchase the membership under the foregoing option, or if the Corporation fails to exercise such option within the thirty (30) day period, and the member is not otherwise in default, including subject to any termination of membership and occupancy action, the member may sell their his membership to any person who has been duly approved by the Corporation as a member and occupant. If the Corporation agrees, at the request of the member, to assist the member in finding a purchaser, the Corporation shall be entitled to charge the member a fee it deems reasonable for this service. When the transferee has been approved for membership and has executed the presctibed Occupancy Agreement, the retiring member shall be released of his obligations under their his Occupancy Agreement, provided he the member has paid all amounts due the Corporation to date. Memberships may be sold "as is" so long as the incoming member agrees, in writing, to assume the costs associated with any necessary refurbishments on a form approved by the Board of Directors.
4. Payable upon Death for Estate Planning Purposes. 

   If a member desires to leave upon their death the equity, but not possession of a unit. to a person or persons, including a trust, or estate the member may make their financial interest in the Corporation payable on death to a trust, or estate, or such person or persons, by executing the appropriate forms made available at the Corporation's principal office. Execution of the documents referred to in this section will permit the beneficiary, estate or trustee to sell the membership interest to any person who has been duly approved by the Corporation as a member and occupant. If the corporation agrees, at the request of the member's estate, trustee or beneficiary, to assist in the finding of a purchaser, the Corporation shall be entitled to charge a fee it deems reasonable for this service. Until the purchaser has been approved for membership and has executed the prescribed occupancy agreement. the trust. estate or beneficiary shall remain liable for all carrying charges and costs associated with the membership.

5. Transfer of Membership to a Member's Revocable Trust. A membership may be transferred to a member's revocable trust provided:
   1. Member is the grantor and initial trustee of the transferee revocable trust; and
   2. Either (a) a certified copy of the first and last page of the member's revocable trust agreement is filed with the Board of Directors of the Corporation; or, (b) a completed certification of trust fom1 placed on file; or (c) a Certification of Trust Existence prepared by the member's estate planning attorney; and 
   3. That any and all amendments, modifications, changes and/or notices of revocation of the member's revocable trust be immediately filed with the Board of Directors of the Corporation; and
   4. That the transferring member properly executes and delivers to the Corporation the appropriate Transfer/ Assignment to Trust fonn agreeing to retain physical occupancy of the dwelling unit for which the Membership was transferred, for the duration of the member's membership and occupancy. For purposes of this subsection physical occupancy is defined as the transferring member physically occupies their dwelling unit at least 51 % of each calendar year and maintains same as their primary/principal residence; and
   5. The Member properly executes and delivers to the Corporation such other Corporate forms in accordance with the Corporation's transfer of membership policy and as necessary to record the transfer of membership in the books of the Corporation; and
   6. The transfer of the unit upon the death of the seller shall be subject to the provisions of Subsection (a) of this Section 8.
6. Transfer of Membership Dissolving or Creating Membership Held Jointly.
   1. A membership may be transferred between joint owners dissolving a membership held jointly, provided the transferee is a Member of the Corporation and occupies the dwelling unit for which the membership was transferred.
   2. Transfer of Membership Creating a Joint Interest with a Member(s). A membership may be transferred by a member creating a membership held jointly with another member (or members) provided:
      1. All joint owners of the membership occupy the same dwelling unit for which the membership was transferred; and
      2. All joint owners of the membership occupy the same dwelling unit for which the membership was transferred; and
      3. The appropriate corporate forms necessary to record the transfer are completed and timely submitted to the Corporation not later than thirty (30) days after the request for transfer is approved by the Corporation.
      4. Neither the transferor or the transferee of the Membership is in breach of any term or condition of the member's Occupancy Agreement.
      5. The membership is transferred with full rights of survivorship so that upon the death of one joint owner, the survivor becomes the sole owner.
7. Transfer Value. Whenever the Board of Directors elects to purchase a membership, the tenn "transfer value" shall mean the sum of the following:
   1. The consideration (i. e. Subscription Price) paid for the membership by the first occupant of the unit involved as shown on the books of the Corporation; plus
   2. Except for those members otherwise subject to Subsection (h) of this Section 8, tThe Value of Occupancy Agreement plus the additional payments made directly by the member to increase the member's equity and pay in full the downpayment of the member's unit; plus
   3. The value, as determined by the Directors, of any improvements installed at the expense of the member with the prior approval of the Directors, under a valuation formula which does not. provide for reimbursement in an amount in excess of the typical initial cost of the improvements; plus
   4. The amount computed in accordance with the following table of annual increases attached as Appendix 1 to the Bylaws, and applicable to the membership and to the Occupancy Agreement appurtenant to such membership, which annual increases shall be based on full years commencing with the fourth full year after the Corporation has made its first principal payment on the applicable section mortgage:

      Membership and Designation of Occupancy Agreement and Unit	Increase Per Year from the 4th Through 10th Year	Increase Per Year from the 11th Through the 120th Year	Increase Per Year from the 21st Through the 30th Year	Increase Per Year from the 31st Through 40th Year
      J 1BR	$90.00	$135.00	$220.00	$445.00
      B 2BR	$105.00	$160.00	$265.00	$530.00
      E 3BR	$110.00	$165.00	$280.00	$5555.00

8. Equity Increments Through Rent Supplement Payments. Any equity increment accumulated through rent supplement payments will not be made available to the member, but will be (1) retained by the Corporation, in the event the Corporation elects to exercise its option to purchase the membership; or (2) paid to the Corporation, p1ior to the Corporation's release of such member's obligations under his Occupancy Agreement, in the event the Corporation does not exercise its option to purchase the membership and the member sells his membership to a person who has been duly approved by the Corporation for membership and occupancy. The equity increment which will not be made available to the member will be determined by multiplying the total equity increment (which will not exceed the amount computed in accordance with the table of annual increases set out referenced in paragraph (dg)( 4) of this Section) by the quotient of
   1. (1) the total rent supplement assistance to the member divided by
   2. the total amount of the monthly housing charges the member was obligated to pay under his Occupancy Agreement (taking into account his annual family income and the benefit of the interest reduction payment to which he was entitled) and would have paid if he had not been the beneficiary ofrent supplement assistance.

Section 9. Termination of Membership for Cause.

In the event the Corporation has tenninated the rights of a member under the Occupancy Agreement, the member shall be required to deliver promptly to the Corporation his membership certificate and his Occupancy Agreement, both endorsed in such manner as may be required by the Corporation. The Corporation shall thereupon at its election either (1) repurchase said membership at its transfer value (as hereinabove defined) or the amount the retiring member originally paid for the acquisition of his membership certificate, whichever is the lesser, or (2) proceed with reasonable diligence to effect a sale of the membership to a purchaser, and at a sales price acceptable to the Corporation. The retiring member shall be entitled to receive the amount so determined, less the following amounts (the dete1mination of such amounts by the Corporation to be conclusive):

1. any amounts due to the Corporation from the member under the Occupancy Agreement;
2. the cost or estimated cost of all deferred maintenance, including painting, redecorating, floor finishing, and such repairs and replacements as are deemed necessary by the Corporation to place the dwelling unit in suitable condition for another occupant; and
3. legal and other expenses incmrnd by the Corporation in connection with the default of such member and the resale of his membership. In the event the retiring member for any reason should fail for a period of 10 days after demand to deliver to the Corporation his endorse the membership certificate, said membership certificate shall fo1ihwith be deemed to be cancelled and may be reissued by the Corporation to a new purchaser.

Section 10. Termination Involving Tenancy by the Entirety or Joint Tenancy With Full Rights of Survivorship.

The Corporation may terminate one or both co-owners of a membership held by the entireties or joint tenancy, notwithstanding any law, statutory or otherwise, which designates or construes such ownership interest to be indivisible.

Section 11 10. Sales Price

Memberships may be sold by the Corporation or the member only to a person approved by the Board of Directors in accordance with the requirements of the Regulatory Agreement, and the sales price shall not exceed the transfer value as provided in this Article, except that in sales effected by the Corporation a service charge not in excess of $100 may be charged by the Corporation. Where the sale is accomplished b-y a member, a certificate in form approved by the FHA as to the price paid shall be executed by the seller and purchaser and delivered to the Corporation.

Section 12. Non-Speculation on Sales of Memberships.

The Corporation shall observe the basic cooperative principles that purchase and sales of memberships and Occupancy Agreements are not for speculative purposes and that investments in the corporation by members are for the purpose of securing a home for their use and benefit. To this end, the policies established by the Corporation shall be designed to discourage and avoid speculation both in the sale and resale of the memberships and Occupancy Agreements by members or by the Corporation

ARTICLE IV. MEETING OF MEMBERS

Section 1. Place of Meetings.

Meetings of the membership shall be held at the principal office or place of business of the Corporation or at such ocher suitable place convenient to the membership as may be designated by the Board of Directors. Notwithstanding the foregoing, the Board of Directors may determine that any member meeting shall not be held at any place but may instead be held by means of virtual communication through an independent third-party virtual meeting, web-based platform, and/or a hybrid of in-person and remote virtual communication.

Section 2. Annual Meetings.

The first annual meeting of the Corporation shall be held within 60 days after the final FHA endorsement of the mortgage note of the Corporation pertaining to the last of the several mortgage areas; provided that in any event such meeting shall be heM not later than 1 year after the final FHA endorsement of the mortgage note of the corporation pertaining to the first of the mortgage areas of v.rhich the development is comprised (or such later date as may be established by resolution of the Board of Directors of the Corporation \Yith the prior 1.written approval of the Federal Housing Administration). Thereafter the annual meeting of the Corporation shall be held on the 4th Tuesday of April March of each succeeding year. At such meeting there shall be elected by ballot of the members a Board of Directors in accordance with the requirements of Section 3 of Article V of these By Laws Bylaws. The members may also transact such other business of the Corporation as may properly come before them.

Section 3. Special Meetings.

It shall be the duty of the President to call special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by twenty (20) percent of the members having been presented to the Secretary, or at the request of the Federal Housing Commissioner or his duly authotized representative. The notice of any special 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 unless by consent of four-fifths of the members present, either in person or by proxy. Special meetings may not be called by the members until a time subsequent to the date of the first annual meeting except as directed by resolution of the Board of Directors, or by the Federal Housing Commissioner or his duly authorized representative. The Board may determine that any special meeting of members will be held through a web-based virtual meeting platfonn including the use of any independent third-party virtual voting platform for any matters presented to the Members for a vote, and/or a hybrid of in-person and a web-based virtual meeting platfonn option.

Section 4. Notice of Meetings.

It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, or, whether such meeting will be held by means of virtual co1mnunication along with any necessary instructions, including a copy of the duly adopted policy and procedures on virtual member meetings, to each member of record, at his the member's address as it appears on the membership book of the Corporation, or ifno such address appears, at his the member's last known place of address, at least ten (10) but not more than sixty (60) days prior to such meeting. Service may also be accomplished by the delivery of any such notice to the member at his the member's dwelling unit or last known address. Notice by either such method shall be considered as notice served. Notices of all meetings shall be mailed to the Director of the local insuring office of the Federal Housing Aadministration.

Section 5. Quorum.

The presence, either in person or by proxy, or when applicable, by virtual presence during a virtual meeting, of at least fifteen (15%) percent of the members of record of the Corporation shall be requisite for, and shall constitute a quorum for the transaction of business at all meetings of members. If the number of members at a meeting drops below the quorum and the question of a lack of quorum is raised, no business may thereafter be transacted.

Section 6. Adjourned Meetings.

If any meeting of members cannot be organized because a quorum has not attended, or a meeting has been ended because the number of members at said meeting has dropped below the quorum, the members who are present, either in person or by proxy, or when applicable, by virtual presence during a virtual meeting, may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called, at which subsequent meeting the quorum requirement shall be ten (10%) percent.

Section 7. Voting.

At every meeting of the members, each member present, in person, or by proxy, or when applicable, by absentee ballot as set forth under Section 10 of this Article, shall have the right to cast one vote on each question and never more than one vote. The vote of the majority of those present, in person, by proxy, or by absentee ballot as set forth under Section 10 of this Article, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of statute or of the Articles oflncorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. No member shall be considered in good standing or eligible to vote or to be elected to the Board of Directors who is shown on the books or management accounts of the Corporation to be more than 30 days delinquent in any payments due the Corporation under the member's his Occupancy Agreement, or has not paid the canying charges in full, including all costs, attorneys' fees, penalties and other expenses properly charged against the member for their dwelling unit for the current month, along with any other obligations owed to the Corporation. For any meeting, the detennination of good standing shall be made at the time immediately preceding the call to order of said meeting. In the event of an election of the Directors dming any regular or special meeting of members, there shall not be any nominations from the floor.

Section 8. Proxies.

A member may appoint any other member in good standing as their proxy, or, a member of their household who is (1) an authorized occupant; and (2) who is at least 18 years of age, except in the case of a virtual meeting, the proxy, which may be in electronic format through a third-party electronic balloting platfo1m, must be provided as set forth in the Cooperative's Virtual Meeting Policy duly adopted by the Board of Directors. as his proxy only a member of his immediate family (as defined by the Board of Directors) except that an unmarried member may appoint any other member as his proxy. In no case may a member cast more than one vote by proxy in addition to his own vote. Any proxy must be filed with the Secretary before the time of such meeting.

Section 9. Order of Business.

The order of business at all regularly scheduled meetings of the regular members shall be as follows:

1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of committees.
6. Reports of manager or managing agent.
7. Election of inspectors of election.
8. Election of directors.
9. Unfinished business.
10. New business.

In the case of special meetings, items (a) through (d) shall be applicable and thereafter the agenda shall consist of the items specified in the notice of meeting. If present, a representative of the Administration will be given an opportunity to address any regular or special meeting.

Section 10. Voting By Ballot.

1. Any action of the Members that is required or pennitted to be taken at an annual or special meeting including an election of Directors, may be taken without a meeting if the Board of Directors properly and timely resolves that such can occur and the Corporation provides a ballot to each Member who is entitled to vote on the action in the manner provided for notification under these Bylaws. The Board, in addition to making such election, may further elect to restrict or expand this election coverage to one or more matters to be handled under this provision. This provision does not preclude, however, Membership action through the calling or holding of annual or special meeting as otherwise provided in the Bylaws.
   1. The ballot provided to the Members under this section shall meet all of the following criteria:
      1. Set forth each proposed action;
      2. Provide an opportunity for the Members to vote for or against each proposed action;
      3. Specify a time in which a Corporation must receive a completed ballot in order to be counted as a vote of the Member. The time specified shall not be less than 20 nor more than 90 days after the date the Corporation provides the ballot to the Members.
   2. An action is considered approved by the Members by the ballot if the total number of Members voting or the total number of Members' votes cast in ballots received by the Corporation by the time specified in the ballots equals or exceeds the quorum required to be present at a meeting to take the action and the number of favorable votes equals or exceeds the number of votes that would be required to approve the action at a meeting at which the number of votes cast by Members present are the number of votes passed by ballot except as otherwise provided.
2. An invalid ballot, an abstention, or a submission of a ballot marked abstained with respect to any action does not constitute a vote case in that action.
3. Voting by ballot at a polling place. Any action of the Members required or permitted at an annual or special meeting including election of Directors may be taken without a meeting if the Board of Directors properly and timely resolves that such should occur if the Corporation provides a ballot to each Member who is entitled to vote that allows the Member to vote at a polling place or at polling places established by the Corporation that are reasonably accessible to the Members. The Board, in addition to making such election, may further elect to restrict or expand this election to cover one or more matters to be handled under this provision. The Corporation shall provide to each Member who is entitled to cast a ballot at a Member vote held at a polling place or polling places under this subsection within the same time and the same manner provided for the notice of meetings of Members under the provisions of these Bylaws. The notice shall describe each proposed action that is included on the baUot, the focation of the poBing place or po11ing places and the times that the polling place is open. The providing of this polling balloting does not preclude the calling of a regular, annual or special meeting otherwise in conformity with these Bylaws.
   1. The ballot authorized under the above subsection shall describe each proposed action, provide an opportunity for Members to vote for or against the action.
   2. An action is considered approved by the Members by ballot under this section if the total of Members who vote or the total number of votes cast by Members at the polling place or polling places during the period when the polls were open equals or exceeds the quorum required to be present at a meeting to take that action and the number of favorable votes equals or exceeds the numbers that would be required to take the action at a meeting at which the number of votes cast by the Members present was the same as the number of votes cast by ballot.
   3. An invalid ballot, an abstention or a submission of a ballot marked abstained with respect to any action does not constitute a vote cast on that action.
4. Unless the above polling or balloting procedures are determined by the Board of Directors to apply under Board resolution, the presence in person or proxy by the Members for a meeting shall be the method of voting and quorum applicable.
5. In the event the Board determines that a Member meeting shall be held remotely on an electronic/virtual meeting platform, the Board will issue paper ballots in advance to all Members of record who are entitled to vote. The Board may offer e-ballots through a third-party remote voting platform to those Members who wish to vote electronically during any remotely held Member meeting. The Board shall establish and distribute to the Membership, a written policy and applicable instructions for use of both paper and electronic ballots in advance of any proposed Member meeting that will be held remotely/virtually in furtherance of Section 12 of this Article.

Section 11. Conduct of Meetings.

Roberts Rules of Order shall govern the conduct of all meetings of members when not in conflict with these Bylaws.

Section 12. Conduct of Meetings.

Meetings by Virtual Communications. If authorized by the Board of Directors, and, subject to such guidelines, policies and procedures where required by law, Members and proxy holders not physically present at a meeting of Members may, by means of vittual communication, participate in the meeting and be deemed present in person and vote at the meeting, whether such meeting is to be held in a designated place or solely by means of virtual communication, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of vi1tual communication is a Member or a proxy holder, (b) the Corporation shall implement reasonable measures to provide such Members and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including the opportunity to read or hear the proceedings in the meeting substantially concurrently with such proceedings and (c) if the Corporation maintains a record of any vote or other action taken by a Member or proxy holder participating remotely.

ARTICLE V. DIRECTORS

Section 1. Number and Qualification.

The affairs of the Corporation shall be governed by a Board of Directors composed of five (5) persons, a majority of whom shall be members of the Corporation. No person shall be eligible to become or remain a Director, or to hold any position of trust in the Cooperative, who:

1. has been convicted of a felony crime; or
2. is currently delinquent in any payment to the Cooperative for more than 30 days;
3. fails/refuses to sign and place on file a confidentiality agreement; or,
4. violates any provision of the confidentiality agreement; or
5. has not been a member at least one year preceding his/her proposed candidacy; or
6. is married to or resides in the same unit as another candidate running for, or currently seated on the Board of Directors; or,
7. who was involved in any litigation involving the Cooperative in the year preceding their proposed candidacy.

Nothing contained in this section shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

Section 2. Powers and Duties.

The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Corp-oration and may do all such actes and things as are not by law or by these By Laws Bylaws directed to be exercised and done by the members. The powers of the Board of Directors shall include but not be limited:

1. To accept or reject all applications for membership and admission to occupancy of a dwelling unit in the Ccooperative housing project, either directly or through an authorized representative;
2. Subject to the approval of the Administration, to establish monthly housing charges as provided for in the Occupancy Agreement, based on an operating budget formally adopted by such Board;
3. Subject to the approval of the Administration, to engage an agent or employees for the management of the project under such terms as the Board may determine;
4. To terminate membership and occupancy rights for cause-; and
5. To promulgate such rules and regulations pertaining to use and occupancy of the premises as may be deemed proper and which are consistent with these By Laws Bylaws , the Articles of Incorporation, and the Regulatory Agreement.

Section 3. Election and Term of Office.

The term of the Directors named in the Articles of Incorporation shall expire when their successors have been elected at the first annual meeting or any special meeting called for that purpose.: Provided, that any such special meetings to be held prior to the first annual meeting shall be called only as directed by resolution of the Board of Directors or by the Federal Housing Commissioner or his duly authorized representative. At the first annual meeting of the members the term of office of two Directors shall be fixed for three (3) years. The term of office of two Directors shall be fixed at two (2) years, and the term of office of one Director shall be fixed at one (1) year. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve term of three (3) years. The term of office of Directors shall be for three (3) years and shall be staggered so that no more than two (2) Director terms expire in any year. The Directors shall hold office until their successors have been elected and hold their first meeting as directed by Section 7 of this Article V.

Section 4. Vacancies.

Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected by the members at the next annual meeting to serve out the unexpired portion of the term.

Section 5. Removal of Directors.

At any regular or special meeting duly called, any Director elected by the members may be removed with or without cause by the affirmative vote of the majority of the entire regular membership of record and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting. Any Director who is not in good standing shall not be eligible to participate in a meeting of the Board of Directors. The term of any Director who becomes more than thirty (30) days delinquent in payment of his their carrying charges or who is seated in violation of the eligibility requirements under Article V, Section 1 of these Bylaws, shall be automatically terminated and the remaining Directors shall appoint his the removed Director's successor as provided in Section 4, above.

Section 6. Compensation.

No compensation shall be paid to Directors for their services as Directors. No remuneration shall be paid to a Director for services performed by him them for the Corporation in any other capacity, unless a resolution authorizing such remuneration shall be unanimously adopted by the Board of Directors before the services are undertaken, No remuneration or compensation shall in any case be paid to a Director without the approval of the Administration. A Director may not be an employee of the Corporation.

Section 7. Organization Meeting.

The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected-, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 8. Regular Meetings.

Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a maj01ity of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice ofregular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph electronic mail (e-mail), at least three (3) days p1ior to the day named for the meeting.

Section 9. Special Meetings.

Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph electronic mail (e-mail), which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least three Directors.

Section 10. Waiver of Notice.

Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him the Director 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. Where all the Directors unanimously approve and sign a corporate resolution or authorization (which is to be included in the minute book), this shall be recognized as proper corporate action taken at a duly authorized meeting, without proceeding under the provisions hereof that would otherwise be applicable for calling and holding Directors meetings.

Section 11. Quorum.

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been tr·ansacted at the meeting as originally called may be transacted without fmiher notice.

Section 12. Fidelity Bonds.

The Board of Directors shall require that all officers and employees of the Corporation handling or responsible for corporate or trust funds shall furnish adequate fidelity bonds-. The premiums on such bonds shall be paid by the Corporation.

Section 13. Safeguarding Subscription Funds.

It shall be the duty of the Board of Directors to see to it that all-; sums received in connection with membership subscriptions prior to the closing of the mortgage transaction covering the Cooperative premises housing project of the Corporation, are deposited and withdrawn only in the manner provided for in Article III, Section 3 of these By laws Bylaws.

ARTICLE VI. OFFICERS

Section 1. Designation.

The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be elected by and from the Board of Directors. The Directors may appoint assistant treasurers and assistant secretaries, and such other officers as in their judgment may be necessary.

Section 2. Election of Officers.

The officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting of each new board and shall hold office at the pleasure of the board.

Section 3. Removal of Officers.

Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his their successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.

Section 4. President.

The President shall be the Chief Executive Officer of the Corporation. He The President shall preside at all meetings of the members and of the Board of Directors. He The President shall have all of the general powers and duties which are usually vested in the office of President of a corporation including, but not limited to, the power to appoint committees from among the membership from time to time as the President he may, in the President's his discretion, decide if appropriate to assist in the conduct of the affairs of the Corporation.

Section 5. Vice President.

The Vice President shall take the place of the President and perform the President's his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to so do do so on an interim basis. The Vice President shall also perfonn such other duties as shall from time to time be imposed upon him the Vice President by the Board of Directors.

Section 6. Secretary.

The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Corporation and ; he shall have the custody of the seal of the Corporation. The Secretary ; he shall have charge of the membership transfer books and such other books and papers as the Board of Directors may direct; and the Secretary he shall, in general, perform all the duties incident to the office of Secretary.

Section 7. Treasurer.

The Treasurer shall have the responsibility for corporate funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Treasurer He shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Corporation in such depositories as may from time to time be designated by the Board of Directors.

ARTICLE VII. REGULATORY AGREEMENT OF FHA

Rights of Federal Housing Administration. The management, operation and control of the affairs of the Corporation shall be subject to the rights, powers, and privileges of the Federal Housing Administration pursuant to a Regulatory Agreement between the Corporation and the Federal Housing Administration. 'The Corporation is bound by the provisions of the Regulatory Agreement which is a condition precedent to the insurance of a mortgage of the Corporation on the project.

ARTICLE VIII. AMMENDMENTS

These By Laws Bylaws may be amended by the affirmative vote of the majority of the entire regular membership of record at any regular or special meeting, provided that no amendment shall become effective unless and until it has received the written approval of the Administration. Amendments may be proposed by the Board of Directors or by petition signed by at least twenty (20%) percent of the members. A description of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment is to be voted upon.

ARTICLE IX. CORPORATE SEAL

The Board of Directors shall provide a suitable corporate seal containing the name of the Corporation, which seal shall be in the charge of the Secretary. If so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Treasurer or any assistant secretary or assistant treasurer.

ARTICLE X. FISCAL MANAGEMENT

Section 1. Fiscal Year.

The fiscal year of the Corporation shall begin on the 1st day of January of each year, except that the first fiscal year of the Corporation shall begin at the date of incorporation. The commencement dace of the fiscal year herein established shall be subject to change by the Board of Directors should corporate practice subsequently dictate, but not without the prior written approval of the Administration.

Section 2. Books and Accounts.

Books and accounts of the Corporation shall be kept under the direction of the Treasurer and in accordance with the Uniform System of Accounts prescribed by the FHA Commissioner. That amount of the monthly housing charges required for payment on the principal of the mortgage of the Corporation or any other capital expenditures shall be credited upon the books of the Corporation co the " Paid-In-Surplus" account as a capital contribution by the members.

Section 3. Auditing.

At the closing of each fiscal year, the books and records of the Corporation shall be audited by a Certified Public Accountant or other person acceptable to the Administration, whose report will be prepared and certified in accordance with the requirements of the Administration. Based on such reports, the Corporation will furnish its members with an annual financial statement including the income and disbursements of the Corporation. The Corporation will also supply the members, as soon as practicable after the end of each calendar year, with a statement showing each member-'s pro rata share of the real estate taxes and mortgage interest paid by the Corporation during the preceding calendar year.

Section 4. Inspection of Books.

Financial reports such as are required to be furnished to the Administration and the membership records of the Corporation shall be available at the principal office of the Corporation for inspection at reasonable times by any member, so long as the request is made in writing and states a proper purpose in accordance with applicable Michigan statutory authority. No member may review any member record other than their own.

Section 5. Execution of Corporate Documents.

With the prior authorization of the Board of Directors, all notes and contracts, including Occupancy Agreements, shall be executed on behalf of the Corporation by any officer of the Corporation, and all checks shall be executed on behalf of the Corporation by any two officers of the Corporation.

Section 6. Association with Other Cooperatives.

The Corporation may become d member of an association of cooperatives who join together for purposes of mutual aid and of advancing the cooperative movement as a means of providing housing for consumers.