Corporation By-laws

By-Laws of The Society for the Preservation of the S.S. City of Milwaukee, Inc.
A Corporation Organized Without Stock
And Not for Profit Under Chapter 2
PA 162-1982 of the Michigan Statutes
Revised: September 27, 2003

 

ARTICLE I

OFFICES:
The principal office of this corporation shall be located in the County of Manistee, State of Michigan. The address of the principal office may be changed by a majority vote of the Board of Directors.

MEMBERSHIP

SECTION 1
Membership in this corporation shall be open to all individuals, private, and corporate, and to clubs and other organizations interested in the purpose of the Society for the Preservation of the S.S. City of Milwaukee and its activities, upon payment of dues fixed by the Board of Directors. Each paid membership will have one vote in the general membership. The Board of Directors shall establish regulations consistent with the public nature of this corporation.

SECTION 2
Membership shall be in the following classes: Youth, Senior Citizen, Individual, Husband and Wife, Firm, Corporation, Governmental, and Honorary. None will be denied membership because of race, color, creed, or national origin.

SECTION 3
All membership fees are due January 1, of each year. All new memberships received after October 1 will be members in good standing one year from the following December 31.

SECTION 4
The membership attending an annual meeting may vote to confer honorary membership upon those recommended for such recognition by the Board of Directors. An honorary membership confers privileges for life and shall pay no dues.

SECTION 5
Termination: Any member may resign from the corporation upon written request to the Board of Directors. Any member may be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after ninety [90] days from the due date unless otherwise extended for good cause. Any member may be expelled by a two- thirds vote of the Board of Directors at a regularly scheduled meeting thereof for conduct unbecoming a member, or prejudicial to the aims, or purposes of the corporation, after notice and opportunity for a hearing are afforded the member complained against.

ARTICLE II

SECTION 1.
Annual Meeting: The annual meeting of this corporation shall be held at a place in the State of Michigan. The Board of Directors shall specify the exact time, date and place, giving written notice of such meeting to members at least two weeks in advance. The Annual Meeting shall take place in July, August, September, or October.

SECTION 2
The Purpose of the Annual Meeting shall be to:
A. Hear the reports of the President, Vice-President, Secretary, Treasurer, and Committee Chairmen.
B. Elect directors.
C. Elect to honorary membership those persons recommended by the Board of Directors.
D. Conduct other appropriate business.

SECTION 3
Special Meetings: Special meetings of the membership may be called by the President or by written application of twenty-five percent of the members. All members shall be given 20 days advance notice of the time, place, and object of any special meeting.

SECTION 4
Quorum: At all meetings of membership, those members in good standing present shall constitute a quorum for the transaction of business. Roberts Rules of Order shall govern the proceedings.

SECTION 5
Voting of the Membership: At all meetings, votes shall be cast only by all members of the Society for the Preservation of the S.S. City of Milwaukee in good standing present at the meeting, and or by official membership ballot. There shall be no voting by proxy.

SECTION 6
Members of the corporation shall have the right to attend all meetings of the Board of Directors.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1
Management of the Society for the Preservation of the S.S. City of Milwaukee shall be vested in a Board of Directors consisting of 9 persons, 4 of whom will serve as officers. These directors shall hold office until the next annual meeting of members and until their successors shall be elected and qualified. The number of directors shall never be less than 6, and by a vote of three-fourths of the directors present at any meeting of the Board of Directors, the number of directors may be reduced or enlarged. Directors shall be elected for three [3] years.

SECTION 2
The Term: For directorship will be three [3] years. Upon incorporation nine [9] directors will be elected. The elected directors shall be assigned their term by lot so that at each annual meeting, three [3] terms will expire.

SECTION 3
A Quorum: Shall consist of a majority of the Board membership.

SECTION 4
Removal: Any director may be removed from his office by the affirmative vote of a majority of the qualified directors.

SECTION 5
Vacancies: The Board of Directors shall fill any vacancies occurring by majority vote of those present at any meeting called for that purpose. A vacancy may be declared if a member is absent from three [3] consecutive regular meetings of the Board unless confined by illness.

SECTION 6
Regular Meetings: The Board of Directors shall meet every even numbered month, at a place, and hour as determined by the President, meetings shall be called by the President, or the Secretary, or any two directors. Notice may be given by telephone or postcard providing such notice is given 48 hours prior to the time chosen for such meeting.

ARTICLE IV
OFFICERS

SECTION 1
Number: The principal officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer, who shall be elected by the Board of Directors not excluding directors then in office.

SECTION 2
Election and Term of Office: The officers of the corporation shall be elected by the Board of Directors at its Organization Meeting. The President, Vice President, and Secretary shall be elected for one-year terms and may be re­elected each year. The Treasurer shall be elected for a two-year term, and may be re-elected for additional two-year terms. The Board of Directors shall assume their duties immediately following the meeting at which they are elected.

SECTION 3
President: The President shall preside at all meetings of the corporation. He shall perform all duties ordinarily incident to his office and he shall recommend such action to the membership and Board, as he deems proper. He shall appoint all committees and serve as an ex-officio member of all committees. The President will represent the corporation in all manners unless he designates another representative.

SECTION 4
Vice-President: In the absence of the President, the Vice-President shall assume his duties. He will perform such other duties as may be assigned by the President and/or the Board of Directors.

SECTION 5
Secretary: The Secretary shall; record the minutes of the corporation, mailing a copy of the minutes to each Board member within 7 days after the meeting. See that all notices are properly given. Keep a list of the membership. Perform other such duties as are incident to the office of Secretary or may be assigned by the President or Board of Directors.

SECTION 6
PART I
Board member liability: A Director of the Board shall not be personally liable to the Board or its Members for monetary damages for a breach of the Director's fiduciary duty, except for liability;

A.  For a breach of the Director's duty of loyalty to the Board or its Members;
B.   For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
C.   For a violation of Section 551 (1) of the Michigan Nonprofit Corporation Act;
D.  F or a transaction from which the Director derived an improper personal benefit.
E.   For an act or omission that is grossly negligent.

If, after approval by the Members of this provision, the Michigan Nonprofit Corporation Act is amended to authorize corporate action further eliminating or lifting the personal liability of directors, then the liability of a Director of the Board shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act, as so amended.

Any repeal or modifications of the foregoing provisions of this Article by the Members of the Board shall not adversely affect any right or protection of a Director of the Board existing at the time of such repeal or modification.

PART II
Treasurer: The Treasurer shall; have charge and custody of all funds of the corporation, receive and give receipts for moneys due and payable to the corporation. Prepare financial statement for all board meetings, the annual meeting, and at other times as required by the Board. Perform all the duties incident to the office of treasurer and if required by the Board of Directors furnish a bond for faithful discharge of his duties in such sum and with such sureties as the Board may require.

ARTICLE V
GENERAL

SECTION 1
Fiscal Year: The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December each year.

SECTION 2
Non-Profit Status: The Board of Directors shall operate this corporation in such fashion that no members receive any payment which would disqualify it from receiving or maintaining a certificate of exemption from the Department of Internal Revenue. No dividends shall be declared and all moneys collected or raised shall be used for the purpose for which this corporation was organized exclusively; upon dissolution all moneys remaining, if not usable for the stated purpose, shall be distributed in the discretion of the Directors to one or more qualified non-stock, non-profit, tax exempt corporations of any nature.

SECTION 3
Seal: The Board of Directors shall provide the corporation with a seal for the purpose of authenticating documents and it shall have inscribed thereon the name of the corporation and the words "Corporate Seal Michigan".

SECTION 4
These by-laws may be amended at the annual meeting or at a special meeting called for that purpose. Articles to be amended and the proposed changes must be included in the meeting notice. A favorable vote of two-thirds of the members present is required to make any change effective.