Below are the bylaws drafted by the organizing committee. Explanatory comments are highlighted in yellow. These comments are not part of the bylaws themselves. They simply serve as explanation of what’s in the bylaws and why.

ARTICLE I — NAME AND BOUNDARIES

Section 1.1 – Name: The name of this corporation is the Shawmut Hills Neighborhood Association (hereinafter “the Association” or “SHNA”).

Section 1.2 – Principal Office: The principal office of the Association shall be located in the City of Grand Rapids, County of Kent, State of Michigan. The Board of Directors (hereinafter “BOD”) may designate or change such address by resolution.

Section 1.3 – Boundaries: The neighborhood served by this Association shall consist of the Shawmut Hills neighborhood of Grand Rapids, Michigan. The Board of Directors (hereinafter, the “Board”) may approve, on a case-by-case basis, an exception to these geographic boundaries. The geographic boundaries are as follows:

• North: Leonard Street NW

• South: Lake Michigan Drive NW

• West: Collindale Avenue NW

• East: Covell Avenue NW

Section 1.4 – Boundary Delineation: Properties whose lot lines abut these boundary streets shall be deemed within the neighborhood for purposes of membership eligibility as follows:

• Properties along the south side of Leonard Street NW

• Properties along the north side of Lake Michigan Drive NW

• Properties along the east side of Collindale Avenue NW

• Properties along the west side of Covell Avenue NW

EXPLANATION: The association will not extend to the opposite side of boundary streets However, those living in such areas may request an exception (see Section 1.5 below). Those who’ve already joined from these areas will continue to be recognized as members.

Section 1.5 - Exceptions: If any adult living on a boundary street outside the neighborhood boundaries wishes to apply for membership, or in the event of ambiguity concerning whether a particular parcel falls within the defined area, the Board shall make a final determination by majority vote.

ARTICLE II — PURPOSE AND MISSION

Section 2.1 – Mission: To preserve and enhance the Shawmut Hills neighborhood through resident-led collaboration and community-building.

Section 2.2 – Vision: The Association serves the interests of all members of the neighborhood. All entities — individuals, households, businesses, nonprofits, faith communities, and other organizations — are welcome and encouraged to participate. However, the Association exists first and foremost for the residents of the Shawmut Hills neighborhood. We operate according to the belief that every resident’s voice matters and deserves to be heard. 

EXPLANATION: In line with this vision, these bylaws are written to ensure members play a meaningful part in association business, not just a token role.

Section 2.3 – General Purpose: The Association is established to promote the general welfare, civic improvement, community engagement, and quality of life within the Shawmut Hills neighborhood of Grand Rapids, Michigan, and to meaningfully represent the concerns and interests of all neighborhood residents.

Section 2.4 – Specific Purposes: The specific purposes of the Association include, without limitation, and as enumerated in the Articles of Incorporation:

1. representing the interests of neighborhood residents before governmental bodies, boards, and commissions at the local, county, and state levels;

2. fostering communication, cooperation, and community spirit among residents, property owners, and stakeholders within the neighborhood;

3. supporting neighborhood safety, beautification, local schools, parks, and other community assets;

4. promoting sound and compatible land use and development within and adjacent to the neighborhood; and

5.  undertaking any other lawful activity consistent with the general purposes of the Association and the Michigan Nonprofit Corporation Act, 1982 PA 162, as amended.

Section 2.5 – Nonpartisan: The Association shall be strictly nonpartisan. It shall not endorse, oppose, or make any contribution of money or resources to any candidate for political office or to any political party, caucus, or campaign committee. Nothing in this bylaw shall be construed to limit the right of individual Members to engage in partisan political activity on their own behalf or in affiliation with other entities. But no such activity shall be undertaken on the Association’s behalf.  

Section 2.6 – Nonprofit Character: No part of the net earnings of the Association shall inure to the benefit of any member, director, officer, or private individual. The Association shall not carry on propaganda or otherwise attempt to influence legislation except as permitted under applicable law, and it shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE III — MEMBERSHIP

Section 3.1 – Eligibility: Any individual, eighteen (18) years of age or older, who resides within the defined geographic boundaries for one year or longer may register for Individual Membership in the Association. Any person who owns real property within the defined geographic boundaries, but does not reside therein, shall be eligible for Associate Membership as defined in Section 3.2, but not Individual Membership. An individual’s membership shall terminate upon the cessation of the individual’s residence within the defined geographic boundaries of the association.

EXPLANATION: Some associations allow people who own property but do not live in the neighborhood to join. This opens membership to outside developers, short-term rental operators, and others whose priorities and interests may not align with those of residents. Section 3.1 establishes residency as a requirement for membership, to prioritize and protect the interests of those who call our neighborhood home.

Membership is on an individual basis. If a household has multiple residents who meet the eligibility criteria of Section 3.1, each is welcome to join.

Section 3.2 – Associate Membership: Associate membership shall be open to all businesses, schools, nonprofit organizations, faith communities, and other institutions located within the Association boundaries. Associate Members shall not have voting rights, but may participate in Association meetings and bring matters to the Board for consideration. The rights of Associate Members shall not exceed the rights of Individual Members. 

EXPLANATION: This is different from how some associations work, particularly those like West Grand that have a much higher concentration of businesses. The associate membership provision ensures that businesses and organizations are represented, while reserving decision-making authority for residents.

Section 3.3 – Dues: Membership in the Association shall be free of cost. The Association may establish dues only upon (i) the affirmative vote of at least two-thirds (2/3) of the Directors then in office, and (ii) approval by a majority of the Individual Members present and voting at a duly called meeting of the Members at which a quorum is present.  Notice of any proposed dues shall state the proposed amount, frequency of payment, effective date, and intended purpose of the duties. In no event shall any person be excluded from participation in Association activities on the basis of inability to pay dues. The Board may waive dues, in whole or in part, on a case-by-case basis by the affirmative vote of a majority of the Directors then in office.  

EXPLANATION: We may reach a point where a nominal membership fee is necessary to sustain operations. This, however, is something that would be put to a full membership vote, not left to the board to decide unilaterally.

Section 3.4 – Good Standing: A member shall be deemed in good standing upon: 

1. continued residence within the neighborhood; 

2. payment of any dues, subject to any waiver granted thereunder; and 

3. the absence of any suspension or termination pursuant to Section 3.6 of these Bylaws.

Section 3.5 – Rights of Members: Members in good standing shall have the right to:

1. attend and participate in all general membership meetings of the Association;

2. vote on all matters properly placed before the membership by the Board;

3. bring proposals and matters of concern to the Board;

4. hold elective office, subject to applicable eligibility requirements; and

5. receive notices and communications from the Association in a timely manner.

Section 3.6 – Termination of Membership: Membership shall terminate upon the occurrence of any of the following:

1. written resignation submitted to the Secretary; 

2. loss of eligibility arising from the member ceasing to reside within the geographic boundaries of the neighborhood;

3. nonpayment of any dues established in accordance with Section 3.3, after written notice and a grace period of no less than thirty (30) days from the due date; or

4. removal by a two-thirds (2/3) vote of the Board of Directors for conduct determined to be materially harmful to the Association or its members, provided that the affected member has been given reasonable prior written notice and an opportunity to appear before the Board and be heard prior to any vote on removal.

Section 3.7 – Nondiscrimination: No one shall be denied membership, or the rights of membership as defined in Section 3.5 on the basis of race, religion, gender, sexual orientation, gender identity, disability, political affiliation, or socioeconomic status. 

ARTICLE IV — BOARD OF DIRECTORS

Section 4.1 – General Powers: The affairs, business, and property of the Association shall be managed by and under the direction and oversight of the Board. The Board shall have all powers necessary and proper to carry out the purposes of the Association as set forth in Article II of these Bylaws and in the Articles of Incorporation, subject to the limitations imposed by applicable Michigan law or these Bylaws.

Section 4.2 – Number and Composition: The Board shall consist of nine (9) Directors. Only one member per household shall be eligible to serve on the Board concurrently. To ensure equitable geographic representation, two Directors shall be selected from each neighborhood district, as defined below. In addition, one at-large Director shall be elected by the neighborhood as a whole.

1. District 1: boundaries defined by Leonard NW to the north, 7th Street NW to the south, Collindale NW to the west, and Oakleigh NW to the east. This district shall include properties on the both sides of Leonard NW, the north side of 7th Street NW, both sides of Colindale NW, and the west side of Oakleigh NW. 

2. District 2: bound by Leonard Street NW, 7th Street NW, Oakleigh NW, and Covell NW. This district shall include properties on both sides of Leonard NW, the north side of 7th Street NW, the east side of Oakleigh NW, and both sides of Covell NW. 

3. District 3: bound by 7th Street NW, Lake Michigan Drive NW, Collindale NW, and Oakleigh NW. This district shall include properties on the south side of 7th Street NW, both sides of Lake Michigan Drive NW, both sides of Collindale NW, and the West side of Oakleigh NW. 

4. District 4: bound by 7th Street NW, Lake Michigan Drive NW, Oakleigh NW, and Covell NW.  This district shall include properties on the south side of 7th Street NW, both sides of Lake Michigan Drive NW, the east side of Oakleigh NW, and both sides of Covell NW. 

EXPLANATION: Dividing the neighborhood into four districts and assigning two board members to each is meant to ensure the whole neighborhood is represented equitably. The purpose of adding a ninth, at-large board member is to ensure board votes aren’t deadlocked in a tie.

Section 4.3 – Changes in Board Size or Apportionment: In the event of a change in the Association’s boundaries, board seats shall be reapportioned as needed to ensure equitable geographic representation. If the Association boundaries expand beyond those defined in Section 1.4, the Board may, by resolution adopted at or before the Annual Meeting each year, increase the number of seats to ensure sufficient, equitable representation of the whole neighborhood. In such an event, the names and boundaries of existing districts shall be updated as needed. The total number of Board seats shall not exceed twelve (12) at any point.  Any increase or decrease in the number of director seats shall not shorten the term of any incumbent Director. 

EXPLANATION: In other words, if the association expands to include neighboring areas, board seats will be reapportioned to ensure the newly added communities are represented. Capping the total number of seats at 12 is meant to ensure a manageable board size.

Section 4.4 – Eligibility: Each Director must be a member in good standing of the Association at the time of election or appointment and must maintain such membership throughout his or her entire term of office. They must also reside in the neighborhood district they represent. Loss of membership eligibility, for any reason, shall result in the automatic vacation of that director’s seat, effective as of the date eligibility is lost.

Section 4.5 – Term: Directors shall serve terms of two (2) years, with one exception as noted in Section 4.6. No Director shall serve more than three (3) consecutive full terms, after which a minimum break of one (1) full year must elapse before that person is again eligible for election or appointment to the Board. Each term shall begin on the first day of the fiscal year immediately following their election, unless chosen to fill a vacancy, in which case their term shall begin immediately upon their selection. Each term shall end on the last day of the following fiscal year or, if chosen to fill a vacancy, upon the last day of his or her predecessor’s unexpired term. 

Section 4.6 - Staggering of Terms: The terms of those Directors representing the neighborhood districts shall be staggered such that four (4) are selected each year — one per district. This is to ensure a measure of continuity across terms. To achieve this staggering of terms, four (4) of the Directors selected at the first election following the Association’s formal establishment shall serve terms of three (3) years instead of two. The first Directors from each district shall decide by mutual agreement which shall serve a three-year term and which shall serve a two-year term. If no such agreement can be reached, the matter shall be decided by a simple majority vote of the Board.     

EXPLANATION: Section 4.6 applies to the first board election only. It is to ensure we don’t end up with a completely new board at the start of a term. The board should always include a mix of experienced a new Directors, to ensure continuity and stability.

Section 4.7 – Elections: Directors shall be elected by members at the Annual Meeting by a plurality of votes validly cast, with each member in good standing entitled to one (1) vote per open seat in the district in which they reside. Any member in good standing may nominate themselves or any other member in good standing, regardless of district. Nominations may be made in writing prior to the Annual Meeting or from the floor during the Annual Meeting. All nominations must be made with the consent of the nominee. Any nominee not present at the meeting must have submitted written consent prior to the close of nominations. Voting shall take place by district; the top two vote recipients in each district shall be elected to the Board of Directors. No member residing in one district may vote in another district’s election. If there should not be enough candidates to elect two representatives from a district, at-large Directors shall be elected in their place by a vote of the full membership.   

EXPLANATION: To summarize, any member can nominate any other member (including themselves) regardless of district. But the vote will be held by district. The top two vote-getters in each district will be elected to the board.

Section 4.8 – Vacancies: Vacancies on the Board arising from resignation, removal, death, disqualification, or any other cause may be filled by appointment of a qualified individual by a majority vote of the remaining directors then in office, even if less than a quorum. A Director so appointed shall serve for the remainder of the unexpired term and shall be eligible for re-election as provided in Section 4.5.

Section 4.9 – Removal: Any Director may be removed, with cause, by a two-thirds (2/3) vote of the members present and voting at any membership meeting at which a quorum is present, provided that written notice of the proposed removal, identifying the Director by name and reasons for removal, was included in the notice of such meeting furnished to all members in accordance with Section 8.3.

Section 4.10 – Resignation: Any Director may resign at any time by delivering written notice of resignation to the President or the Secretary of the Board. Such resignation shall take effect upon receipt thereof, or at such later date as may be specified in the notice, without the necessity of acceptance by the Board.

Section 4.11 – Compensation. Directors shall serve without compensation. Nothing herein shall preclude the Board from reimbursing a Director for reasonable and necessary out-of-pocket expenses incurred in the performance of Association duties, upon presentation of appropriate documentation and approval by majority vote of the Board, with the affected Director abstaining from such vote.

ARTICLE V — OFFICERS

Section 5.1 – Composition: Officers of the Board of Directors shall be President, Vice President, Secretary, and Treasurer..

Section 5.2 – Selection: Officers shall be selected by a majority vote of the Board of Directors at the Board Meeting following the Annual Meeting or at a special meeting held for that purpose. Candidates must be current Board members, with one exception. If no qualified Board member wishes to serve in the capacity of Treasurer, the Board may appoint a Treasurer from outside the Board membership. In such an event, the Treasurer would have input but no voting rights at the Board meetings.

Section 5.3 – President's Duties: The President shall conduct meetings according to Robert's Rules of Order and oversee all Board Members.

Section 5.4 – Vice President's Duties: The Vice President shall conduct meetings in the absence of the President or take the chair when the President wishes to speak to an agenda item during a meeting.

Section 5.5 – Secretary’s Duties: The Secretary shall maintain minutes of the Board and Membership meetings, set the Board meeting agenda, and write correspondence as directed by the Board.

Section 5.6 – Treasurer's Duties: The Treasurer will oversee the receipt, deposit, disbursement and accounting of all monies of the Association.

ARTICLE VI — BOARD MEETINGS

Section 6.1 – Regular Meetings: The Board of Directors shall hold regular meetings at least four (4) times per calendar year, at such dates, times, and locations as the Board shall determine by resolution. The annual schedule of regular meetings shall be communicated to the general membership. Regular meetings shall be open to attendance by any member of the Association.

EXPLANATION: This is the minimum number of meetings required to be held each year. More can be held as needed..

Section 6.2 – Special Meetings: Special meetings of the Board may be called by the President or by any three (3) directors upon at least forty-eight (48) hours’ written or electronic notice to all Directors. The notice shall state the purpose of the special meeting, and no business other than that stated in the notice shall be transacted thereat unless all Directors waive such restriction in writing.

Section 6.3 – Quorum: A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business at any Board meeting. No business shall be transacted at any meeting of the Board unless a quorum is present at the time of the vote on any such matter.

Section 6.4 – Action: The affirmative act of a majority of the Directors present at a meeting at which a quorum exists shall constitute the act of the Board of Directors, unless a greater number of affirmative votes is required by these Bylaws, the Articles of Incorporation, or applicable Michigan law.

Section 6.5 – Remote Participation: Directors may participate in any Board meeting by telephone conference, video conference, or other electronic means by which all Directors participating may simultaneously hear and communicate with one another. A Director participating in this manner shall be deemed present in person at the meeting for purposes of quorum and voting.

ARTICLE VII — COMMITTEES

Section 7.1 – Standing Committees: The Board may establish standing committees to carry out the ongoing work of the Association. Standing committees shall have a continuing charge and shall operate in accordance with written charges or charters approved by the Board.

Section 7.2 – Finance Committee: The Board shall establish a standing Finance Committee to assist the Board in fulfilling its fiduciary responsibility by providing oversight of the Association’s short- and long-term financial health. Membership shall consist of the Treasurer and no fewer than two (2) Association Members appointed by a simple majority vote of the Board. The Finance Committee shall be responsible for the following:

(a)  Reviewing and proposing the annual budget;

(b) Monitoring financial performance and cash flow;

(c)  Overseeing financial reporting, including audits and key filings; and

(d) Ensuring that appropriate financial controls, risk management, and financial policies are in place.

Section 7.3 – Ad Hoc Committees: The Board may establish ad hoc (temporary) committees from time to time to address specific matters, projects, or issues of limited duration. Each ad hoc committee shall have a defined charge and shall dissolve upon completion of its assigned task or upon a resolution of dissolution by the Board, whichever occurs first.

Section 7.4 – Composition: Committee members need not be directors of the Association, but all committee members must be Members of the Association in good standing. Each standing committee shall be chaired by a Director or by a Member appointed by the President, subject to confirmation by the Board. The Board may remove any committee chair by majority vote.

Section 7.6 – Authority: All committees shall operate in an advisory and support capacity. Committees may make recommendations to the Board of Directors, but no committee shall have authority to obligate the Association financially, execute contracts, or otherwise bind the Association to any course of action without prior specific authorization of the Board.

ARTICLE VIII — MEETINGS OF MEMBERS

Section 8.1 – Annual Meeting. An Annual Meeting of the Members shall be held each year at a date, time, and location determined by the Board of Directors, but no later than two weeks’ prior to the close of the fiscal year. The Annual Meeting shall include, at minimum:

1. a report from the President on the state of the Association;

2. a financial report from the Treasurer;

3. approval of the annual budget in accordance with Section 9.3; 

4. the election of directors whose terms are expiring; 

5. an open forum for Association members to comment, ask questions, raise concerns, and propose ideas; and 

6. such other business as may come before the meeting.

Section 8.2 – Special Meetings: A special meeting of the Members, convened solely for the purpose or purposes stated in the notice of the meeting and at which no other business shall be transacted, may be called by:

(a) the President;

(b) a majority of the Board of Directors; or

(c) a written request signed by at least twenty five (25) registered members or five percent (5%) of the members then in good standing, whichever is greater. The petition shall state with reasonable specificity the purpose or purposes for which the special meeting is requested and shall be delivered to the Secretary. Within fourteen (14) days after receipt of a valid petition, the Secretary shall fix the date, time, and location or electronic means of participation for the special meeting. The special meeting shall take place no later than thirty (30) days after the receipt of signatures.

EXPLANATION: Section 8.2 provides a mechanism for any association member to call a meeting, with some guardrails.

Section 8.3 – Notice: Written or electronic notice of any Member meeting shall be provided to all Members at least ten (10) days and not more than sixty (60) days before the meeting date. Notice shall state the date, time, and location of the meeting and, in the case of special meetings, the specific purpose or purposes for which the meeting is called. No business other than that stated in the notice of a special meeting shall be transacted at such meeting.

Section 8.4 – Quorum: A quorum for the transaction of business at any membership meeting shall be fifteen (15) Members in good standing, or ten percent (10%) of current Members in good standing, whichever is the lesser number; provided, however, that in no event shall fewer than five (5) Members constitute a quorum. If a quorum is not present, the presiding officer shall adjourn the meeting to a later date and time, and notice of the adjourned meeting shall be provided in accordance with Section 8.3.

Section 8.5 – Voting: Each Member in good standing shall be entitled to one (1) vote on each matter submitted to the membership. Voting shall be conducted by voice vote, show of hands, or written ballot, as determined by the President of the Board. A simple majority of the votes cast by members present and voting shall decide any question, unless a greater majority is required by these Bylaws, the Articles of Incorporation, or applicable Michigan law. In the event of a tie, the motion shall be deemed to have failed.

Section 8.6 – Remote Participation: The Board of Directors may authorize members to participate in any membership meeting by telephone conference, video conference, or other electronic means, provided that all participants can hear and communicate with all other participants simultaneously. Participation by such means shall constitute presence at the meeting for all purposes, including satisfaction of quorum requirements and the casting of votes.

Section 8.7 – Parliamentary Authority: Meetings of the Members shall be conducted in accordance with Robert’s Rules of Order, Newly Revised, to the extent such rules are applicable and not inconsistent with these Bylaws, the Articles of Incorporation, or any applicable provision of Michigan law.

ARTICLE IX — FINANCES

Section 9.1 – Depositories: All funds of the Association shall be deposited promptly upon receipt into one or more accounts maintained in the legal name of the Association at such federally insured financial institutions as the Board of Directors shall designate by resolution. The Association shall not commingle its funds with those of any individual Director, Officer, Member, or other entity.

Section 9.2 – Fiscal Controls: All checks, drafts, electronic transfers, or other orders for the payment of money drawn on Association accounts shall require the signature or authentication of the Treasurer. For any single payment or obligation exceeding $500, a second authorizing signature or authentication of the President, or such other officer as the Board may designate by resolution, shall also be required. The Board shall establish, and review annually, such additional internal financial controls as are prudent given the Association’s scale of activity.

Section 9.3 – Budget: The Board of Directors shall draft and publish a written annual operating budget at least two weeks prior to the Annual Meeting. The budget shall be made available to all Members in good standing. Budget approval shall be subject to a simple majority vote of the Members. Expenditures not included in the approved budget, or in excess of any budgeted line item by more than a de minimis amount as defined by Board resolution, shall require specific prior authorization by majority vote of the Board.

EXPLANATION: As part of our commitment to be a resident-first association, members have final approval over the operating budget.

Section 9.4 – Financial Review: The Treasurer shall present complete and current financial statements at each regular meeting of the Board. At the close of each fiscal year, the Board shall arrange for an annual review or compilation of the Association’s financial records by a person or committee not involved in the Association’s day-to-day financial management. The Board may, in its discretion, engage a certified public accountant for such review. A summary of the annual financial review shall be made available to members at the Annual Meeting.

Section 9.5 – Contracts and Obligations: No contract, lease, agreement, or other financial obligation shall be entered into or incurred on behalf of the Association except as specifically authorized by the Board of Directors. No Director, Officer, or Member shall have authority to bind the Association to any obligation without such authorization.

Section 9.6 - Fiscal Year: The Association’s fiscal year shall commence on August 1. Each fiscal year will conclude on July 31.

Section 9.7 – Dissolution of Assets: In the event of the dissolution of the Association, all assets remaining after the payment and satisfaction of all liabilities and obligations of the Association shall be distributed exclusively for charitable or public purposes in accordance with the Articles of Incorporation and the Michigan Nonprofit Corporation Act, 1982 PA 162, as amended. No such assets shall be distributed to or for the benefit of any director, officer, or member of the Association.

ARTICLE X — AMENDMENTS TO BYLAWS

Section 10.1 – Amendment Process: Amendments to these bylaws may be proposed by: 

(a) a resolution adopted by the Board; or

(b) a written petition signed by at least twenty-five percent (25%) of the Individual Members in good standing. 

Any proposed amendment shall be submitted in writing to the Secretary not fewer than thirty (30) days before the Annual Meeting at which it is to be considered. The proposed amendment shall state the complete text of the proposed language and identify the Article and Section to be amended. The Secretary shall provide notice of each properly submitted proposed amendment to the Members with the notice of the Annual Meeting. 

A proposed amendment may be considered only at an Annual Meeting of the Members, except as otherwise required by applicable law. Adoption of an amendment shall require (i) the affirmative vote of a majority of the Individual Members present and voting at a meeting at which a quorum is present; and (ii) the affirmative vote of at least two-thirds (2/3) of the then-serving members of the Board. 

Section 10.2 – Exceptions to the Amendment Process: Changes to the Association boundaries can only be made by an amendment to the bylaws (see Article XI). Such an amendment is not subject to the requirement of written support from at least 3 Directors or 25% of the Members in order to be presented to the Members. Such an amendment may be proposed at either an Annual Meeting or a Special Meeting called in accordance with the provisions of Section 8.2. 

ARTICLE XI — CHANGES TO ASSOCIATION BOUNDARIES

Section 11.1 – Requirements: The Association may update its boundaries to include additional subdivisions or sub-neighborhoods, provided that the following conditions are met:

1. They are contiguous to the existing Association boundaries;

2. They lie wholly within Grand Rapids city limits;

3. They do not lie within the boundaries of another active neighborhood association.

Section 11.2 - Process: If a subdivision or sub-neighborhood wishes to join the Association, a minimum of 25 signatures from residents of that subdivision or sub-neighborhood must be submitted to the Board. The matter will then be presented to the Members at an Annual or Special Meeting, in the form of a proposed Amendment to the Bylaws. If a majority of Members present votes to update the Association boundaries, the matter will be submitted to the full Board for consideration. Final adoption of any amendment updating the Association boundaries shall require a two-thirds vote from the Board, as is the case for all other Amendments.