BYLAWS

of the

 Muskegon Heritage Association

 

ARTICLE I

Name and Purposes

 

Section 1.01.  Name.  The name of the organization is Muskegon Heritage Association.

 

Section 1.02. Purpose.  The Corporation is organized for the charitable and educational purposes of preserving the history of Muskegon, Michigan and its immediate surroundings.  The Muskegon Heritage Association maintains a Mission Statement to succinctly describe key goals of the corporation.

 

ARTICLE II

Members

 

Section 2.01. Classes.  The following types of members shall be recognized: Contributing, Sustaining, Benefactor, Individual, and Institutional.

 

Section 2.02. Qualifications.  Membership may be granted to any individual or corporation that supports the mission and purposes of the organization, agree to the conditions of these By-Laws, and who pay the annual dues as set by the Board of Directors.

 

Section 2.03. Termination of Membership.  The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause.  Any dues remaining shall be forfeit.

 

Section 2.04. Resignation.  Any member may resign by filing a written resignation with the Secretary.

 

Section 2.05. Dues.  Dues shall be established by the Board of Directors.

 

Section 2.06.  Meetings. 

A.    Annual Meetings.  The annual membership meeting shall be held annually in the twelfth month of the Association's fiscal year.  The purpose of this meeting is to summarize the state of the organization to the general membership and to elect Directors.  A quorum for the annual meeting shall consist of a majority of the Board of Directors.

B.    Business Meetings.  Monthly business meetings shall be the forum for conducting the business of the organization.  A quorum of the Directors is required for transaction of business at a meeting.  Business meetings are open to any member in good standing.

C.    Other Meetings.  Special or committee meetings may be called by the Chairperson, President or at the request of at least 25% of the functional members by notice to each functional member not less than seven (7) days before such meeting.

 Section 2.07.  List of Members.  A list of members in good standing, including their last known address, shall be maintained for purposes of identifying those authorized to vote.    

 

ARTICLE III

AUTHORITY AND DUTIES OF DIRECTORS

 

Section 3.01. Authority of Directors.    The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.  Directors must be a member in good standing.

 

Section 3.02. Number, Selection, and Tenure.    The Board shall consist of not less than twelve (12) Directors.  Each Director shall hold office for a term of three (3) years, and shall be elected by the general membership at the annual meeting.  Directors must not be absent for more than three (3) consecutive unexcused meetings.  Should the occasion arise, the Director may be considered for Ex-Officio status.  Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining Directors.    A Director elected to fill a vacancy shall be elected by the remaining board members for the unexpired term of that director's predecessor in office. 

 

Section 3.03. Executive Committee.  The Executive Committee of the organization shall consist of the President, Vice President, Secretary, and Treasurer.   The Executive Committee shall be elected by the Board from the Board at the next Business Meeting following the Annual Meeting.  Officers of the Corporation shall consist of:

A.    President – to preside at meetings, events, and functions of the Association.

2. Vice President – to assist the president and preside at meetings upon the absence or at the request of the President.
3. Secretary – to maintain minutes of meetings, record directives, success or failure of motions, and maintain these Bylaws.
4. Treasurer – to maintain an accurate summary of the Corporation monies and assets and to report them at Business Meetings.  The Treasurer shall prepare an annual Financial Report for the Annual Meeting.

  

Section 3.05.  Quorum.  A quorum shall consist of a majority of the Board attending in person, proxy, or through teleconferencing.  All decisions will be by majority vote of directors at a meeting at which a quorum is present.

 

Section 3.06.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors (excluding the amendment of these Bylaws) may be taken without a meeting if a majority of the Executive Officers concur.

 

Section 3.07. Participation in Meeting by Conference Telephone.  Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

 

Section 3.08.  Committees.  The Board of Directors may establish committees composed of at least two (2) persons which, except for the Executive Committee, may include non-Board members.  The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation.  The President is a de-facto member of all committees, in addition to any appointed members.

                           

Section 3.09.  Nominating Committee.  There shall be a Nominating Committee, composed of at least one (1) member of the Board of Directors.  The purpose of the committee is to select candidates for the Board from the general membership (ie candidates must be members in good standing). 

 

Section 3.10.  Museum Committee.  There shall be a Museum Committee, to oversee the operation of the Muskegon Heritage Museum. 

 

Section 3.11.  Historic Preservation Committee.    This committee seeks to preserve, protect, and support buildings, sites, or structures with unique or specific architectural, engineering, archaeological, or cultural remains present in or near Muskegon.

 

 Section 3.12.  Communication Committee.  This committee is charged with facilitating communication between the Board and the Association membership, and advocating positions in the interest of the Association and its Mission Statement.  This facilitation comes in many forms, including electronic communication via e-mail and the World Wide Web, and traditional mechanisms including periodic newsletter or general mailing. This committee recommends, develops, and implements communications for the benefit of the membership.

 

Section 3.13.  Building Committee.  The Standing Building Committee shall be responsible for recommending building repair and structural maintenance, including, financial estimates, design, and implementation oversight, and all aspects of construction to implement or complete a project.

 

 

Section 3.14.  Ex-Officio Directors.  Regular Board members may be designated by action of the Board as Ex-Officio.  This action is to be taken when circumstances make it impossible for them to regularly attend Business meetings, but committed positions and service to the Corporation make it desirable for them to continue as a member of the Board.  They will continue to have all Board membership privileges, but will be exempt from the attendance requirement.  The Ex-Officio Director shall serve in that capacity until the term to which they were elected expires.

 

Section 3.15.  Voting.  Each Director shall have one vote at Board Meetings.  General Members shall have one vote for the purpose of electing Board Members or deciding matters placed before them by the Board.

 

Section 3.16.  Compensation.  Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the AssociationÕs business are allowed to be reimbursed with documentation and prior approval. 

 

ARTICLE V

INDEMNIFICATION

 

Every member of the Board of Directors, officer or employee of the Corporation  may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for  negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation.  The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.

 

ARTICLE VI

CONDUCTING BUSINESS

 

 

Section 6.01. Addressing Issues.  Board direction, if not specifically stated in these Bylaws or a specific policy, shall be governed by Robert's Rules of Order.

 

ARTICLE VII

FINANCIAL ADMINISTRATION

 

Section 7.01.  Fiscal Year.  The fiscal year of the Corporation shall be January 1 - December 31, but may be changed by resolution of the Board of Directors.

         

Section 7.02. Checks, Drafts, Etc.   All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by the Treasurer or by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

 

Section 7.03.  Deposits and Accounts.  All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors may see fit.  For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by the Treasurer or any assigned officer or agent of the Corporation.

 

Section 7.04.  Investments.  The funds of the Corporation  may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.

 

Section 7.05  Audits.  The Corporation shall annually perform an audit of its accounts. 

 

ARTICLE VIII

BOOKS AND RECORDS

 

Correct books of account of the activities and transactions of the Corporation shall be available at the office of the Corporation.  These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors. 

 

ARTICLE IX

AMENDMENT OF BYLAWS

 

These Bylaws may be amended by a two-thirds majority vote of the members at large present or by proxy, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken.