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Ott Preservation Society BylawsArticle I: Name and Organization

Section 1: This organization shall be known as Ott Preservation Society

Section 2: Ott Preservation Society is a domestic nonprofit corporation with a fiscal year of January

1 to December 31.

Article II: PurposeThe purpose of this organization is to promote sound management and passive recreational use that

preserves the natural features and biodiversity of the Harvey N. Ott Biological Preserve, a Calhoun

County Property.

Article III: Membership

Section 1: Membership in the organization shall be open to all persons willing to contribute to the

betterment of the Ott Biological Preserve.

Section 2: Members are defined as those who pay dues for the current year according to policies

outlined in these bylaws.

Section 3: All members shall have the right to vote in the organization.

Section 4: Each member of this organization shall be equally privileged with other members to

discuss any policy or proposition presented for discussion or decision at any meeting of

the members.

Article IV: Dues

Section 1: Annual dues shall be established by the Board of Directors and be payable by April 1 of

each year.

Section 2: Renewing members will have until June 1 to pay the current year's dues before they are

removed from the membership list. Payment of the current year's dues shall

automatically reinstate members who have been removed from the list.

Article V: Board of Directors

Section 1: Number and Election. The government Ott Preservation Societyand control of its fundsare vested in a Board of Directors of not less than three nor more than twelve members,

one half of whom shall be elected annually for a term of two years as hereinafter

provided.

Section 2: Powers and Duties. The Board of Directors is authorized to adopt such rules and

regulations as may be deemed advisable for the government of the Board, for the

proper conduct of the business of the corporation, and the guidance of all committees

and officers. The Board of Directors is empowered to do whatever in its judgment will

increase the efficiency and usefulness of the corporation, and to carry out its principal

purposes, provided such action is not in conflict with the provisions of these bylaws.

Section 3: Vacancies. In the event of a vacancy on the Board of Directors, the remaining members

of the Board shall choose a Director to fill the unexpired term of office.

Section 4: Quorum. Fifty percent constitutes a quorum of the Board of Directors. Action may be

taken via an affirmative vote of a majority of those present for a meeting.

Section 5: Removal. A Director may be removed from office at a meeting of the Board of Directors

by a vote of three-fourths of the Directors presently serving. Before a Director is

removed, that person shall be given notice of at least five days of the meeting at which

such removal is contemplated, and shall be given opportunity to be heard at this

meeting. Notice may be given personally or by mail sent to the Director's last known

address.

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Ott Preservation Society BylawsArticle VI: Officers

Section 1: Election. The Board of Directors shall meet, qualify, and elect from their members a

President, a Vice-President, a Treasurer, and a Secretary. Each shall serve for a term of

one year.

Section 2: Duties of Officers(a) The President

The president shall preside at all meetings of the Board of Directors and meetings of the

organization. The President shall perform all duties incident to the office and may

initiate, with the concurrence of the Board of Directors, such action as may be deemed

likely to increase the usefulness of the organization. The President shall be an ex-officio

member of all committees.

(b) Vice-President

The Vice-President shall act in the absence of the President. In the absence or disability

of both the President and Vice-President, a member of the Board of Directors shall be

chosen by the Board as President, and the vacancy in the Vice-Presidential office shall

be filled by a majority vote of the members at a specially called meeting. In case of

resignation or death of any other officer, this office shall be filled in the same manner as

for the Vice-President.

(c) Treasurer

The Treasurer shall receive and disburse the funds of the corporation. The Treasurer

shall keep the funds of Ott Preservation Society deposited in the corporation's name. At

frequent intervals, the Treasurer shall make reports to the Board of Directors which

shall require the Treasurer to give acceptable bond as desired by the Board. The

Treasurer shall serve in such capacity for all committees. All disbursements shall be

made by check. All checks shall be signed by the President or the Treasurer. The Vice-

President may sign checks in the absence of the President.

(d) Secretary

The Secretary shall conduct official correspondence, preserve all books, documents,and communications, and maintain an accurate record of the proceedings of the Board

of Directors and all committees. At the expiration of the term of office, the Secretary

shall deliver to the Board of Directors all books, papers, and property of the corporation.

Article VII: Committees

Section 1: Appointment. The President shall appoint all committees, subject to confirmation by the

Board of Directors.

Section 2: Auditing Committee. The books and affairs ofOtt Preservation Societyshall be audited

at least once a year by a committee appointed by the President.

Section 3: Executive Committee. The Executive Committee consists of the President, Vice-

President, Treasurer, and Secretary. The Executive Committee shall have the authority

which is given to the Board of Directors for action between meetings of the Board of

Directors, subject to the approval of the Board of Directors.

Section 4: Authority of Committees. All committees shall have such duties and authority as shall be

delegated to them by the Board of Directors. No standing or special committee shall

represent Ott Preservation Societyin advocacy of or in opposition to any matter without

the specific authorization of the Board of Directors of such authorization as may be

clearly delegated to that committee by the Board of Directors.

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Ott Preservation Society BylawsSection 5: Meetings. Meetings of a committee may be called at any time by the President or the

Chair of the committee.

Article VIII: Membership Meetings

Section 1: Authorization. The Board of Directors shall provide for an annual membership meeting

ofOtt Preservation Societyto be held before November 1 of each year. Special meetingsmay be ordered by the Board or called by the President.

Section 2: Notice. Suitable notice shall be given to all members of all annual and special meetings.

Section 3: Quorum. Five members or one-half of the membership constitutes a quorum for the

transaction of business at any annual or special meeting ofOtt Preservation Society.

Members may be represented by written proxy.

Section 4: Voting. Each member is entitled to one vote.

Article IX: Election of Directors

The election of Directors shall be in the following manner:

The President shall appoint a nominating committee to be composed of at least three

members of Ott Preservation Society. The nominating committee shall nominate a slate

of one or more candidates for each position to be filled on the Board of Directors. All

candidates must be members of Ott Preservation Society. Directors shall be elected by

ballot or at an annual meeting of the membership. The ballot shall make provisions for

write-in candidates. The persons receiving the largest numbers of votes shall be

declared elected.

Article X: Annual Report

An annual report shall be issued at the annual meeting of Ott Preservation Society. This annual report

shall be filed in Lansing and shall include a report of the activities of the corporation during the prior

fiscal year, a description of the progress made in meeting the objectives of the corporation, and lists of

income, expenses, assets, liabilities, and current members.

Article XI: Dissolution

Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within

the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future

federal tax code, or shall be distributed to the federal government or to a state or local government, for

a public purpose.

Article XII: Amendments to the Bylaws

These bylaws may be amended by a two-thirds vote of the members present or represented by written

proxy at any regular or special meeting, or by a two-thirds vote of the Board of Directors, provided that

the Board of Directors shall not make or alter any bylaw fixing their number, qualifications,

classifications, or terms of office. Proper notice of amendments shall be provided.

Article XIII: Effective Date

These bylaws became effective as of their ratification at a meeting held on February 6th

, 2012.