Bylaws of the Michigan Public Employer Labor Relations Association, Inc.
The purposes for which the Corporation is formed are as follows:
A. The collection, dissemination and exchange among members of information and data, and analysis of questions of policy pertaining to all areas of public employment relations in which public employers may become involved.
D. Members – The term “member” includes anyone with a membership pursuant to Article 3 of these By Laws.
E. Change in Employment Status – A member, whose employment status changes, will remain a member until October 31, except when the member becomes employed in an organization not eligible for membership. The member will notify the Corporation of contact information as soon as practicable any time the employment status changes. A member, who remains unemployed, retains membership after October 31 for two more years provided the member is actively seeking employment where the preponderant duties would qualify for membership and pays the required dues. Thereafter, to maintain membership, a formal request for Associate Membership must be approved.
F. Voting Rights – Only members present at any meeting of the Corporation shall have the right to vote.
G. Annual Meeting – The annual meeting of the membership shall be held between September 1 and November 30 each year for the purpose of electing directors and officers and transacting any other business, which may lawfully come before the meeting. The time and location of the annual meeting shall be determined by the President. Written notice stating the time, place and purpose of the meeting, signed by the Secretary, shall be given to each member entitled to vote at the meeting no later than seven days prior to the meeting.
1. Organizational Meeting. The newly elected Board of Directors shall hold its first organizational meeting prior to January 1 after its election. The President shall serve as Chairperson of the Board of Directors. The Corporation Secretary shall serve a Secretary to the Board of Directors.
2. Special Meetings. The special meetings of the Board of Directors may be convened by the oral demand of the President, the Chairperson of the Board, or three or more directors. Such demand must be given to the Secretary of the Corporation. Upon receipt of such demand, the Secretary must fix a time, date and location, not exceeding thirty days from the time of the demand.Written notice stating the time, place and purpose of the meeting, signed by the Secretary, shall be given each director at least five days prior to such meeting. The Chairperson of the Board of Directors shall preside at the meeting and in the event of his or her absence, the highest corporate officer present at the meeting shall act in his or her place instead.
3. Quorum. A majority of the Board of Directors shall constitute a quorum, and 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.
G. Several Actions – In the event that all the directors shall severally and/or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the directors.
1. For Cause. Any member of the Board of Directors, including any officer, may be removed for cause by a two-thirds (2/3) vote of the Board of Directors, excluding the member who is the subject of the removal for cause vote.
B. Authority – All officers shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be delegated by the Board of Directors.
C. Vacancies – In the event of a vacancy in an office other than President, the President may appoint a replacement for the balance of the term. In the event of a vacancy in the office of President, the First Vice President shall assume the presidency and the Second Vice President shall become the First Vice President. In the event of a simultaneous vacancy of the President and First Vice President, the Second Vice President shall be President. A vacancy shall occur in any office in the event that the person holding the office resigns or ceases to be eligible for membership.
A Committee shall be established annually to consider candidates for the Dudley Sherman Award. The Committee shall consist of five (5) individuals, including the current President, who shall appoint the remaining four (4) members of the Committee from past Presidents and previous award winners.
ARTICLE 8 — INDEMNIFICATION
Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a board member, officer, employee, or agent of the Corporation is indemnified as set forth in this Article against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful.
A. To the fullest extent permitted under Section 209(1)(c) of the Michigan Nonprofit Corporation Act (MNCA), as the same presently exists or may hereafter be amended, a volunteer director of the Corporation shall not be personally liable to the Corporation for monetary damages for breach of the director’s fiduciary duty. However, this provision does not eliminate or limit the liability of a director for any of the following:
6. An act or mission that is grossly negligent.
Any volunteer director of the Corporation shall only be personally liable for monetary damages for a breach of fiduciary duty as a director to the Corporation to the extent set forth in this Section A.
B. To the fullest extent permitted under Section 209(d) of the MNCA, as the same presently exists or may hereafter be amended, the Corporation assumes all liability to any person other than the Corporation, for all acts or omissions of a volunteer director occurring on or after the date this Article becomes effective in accordance with the pertinent provisions of the MNCA, incurred in the good faith performance of the volunteer director’s duties as such. A claim for monetary damages for a breach of a volunteer director’s duty to any person other than the Corporation, shall not be brought or maintained against a volunteer director; but such a claim shall be brought or maintained instead against the Corporation, which shall be liable for the breach of the volunteer director’s duty.
C. The term “volunteer director” shall have the same definition as set forth in Section 110(2) of the MNCA, as the same presently exists or may hereafter be amended.
D. Any repeal, amendment or other modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal, amendment or other modification. If the MNCA is amended, after this Article becomes effective, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the MNCA as so amended.
Amendments to the Bylaws of the Corporation may be proposed by majority vote of the Board of Directors present at any meeting of the Board at which a quorum is present or upon petition signed by ten or more members of the Corporation. The Bylaws of the Corporation may be amended by a majority vote of the members present at any meeting of the Corporation, provided that two weeks notice of the meeting and the proposed amendment has been given in writing to the members; and provided that a quorum of the membership is present and voting on the amendment.