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Effective Date January 1, 2016

PREAMBLE

The Michigan Audiology Coalition, a Michigan nonprofit corporation (“organization”) is organized for the purpose of promoting the public good by fostering growth, development, recognition, and status of the profession of audiology and its members in the State of Michigan.

ARTICLE I. OFFICES

1.01 Principal Office. The principal office of the organization shall be at such place within the State of Michigan as the executive board (as defined hereafter) may determine from time to time.

1.02 Other Offices. The executive board may establish other offices in or outside the state of Michigan.

ARTICLE II. MEMBERS

2.01 Eligibility for Membership. To be eligible for membership in the organization, an individual must submit a membership application to the Membership Committee and meet one of the following five (5) classifications of membership:

  1. Fellow Member. A Fellow Member resides or practices in the State of Michigan, has been awarded at least a Master’s Degree or equivalent thereof in Audiology and is licensed to practice Audiology in the State of Michigan (“fellow member”).
  2. Life Member. A Life Member is a Fellow Member who has been a Fellow Member of the organization for ten (10) consecutive years and has retired from the profession of Audiology (“life member”). For the period of January 1, 2016 through December 31, 2025, consecutive years of membership in the Michigan Academy of Audiology (“MAA”), Michigan Speech-Language- Hearing Association (“MSHA”) or consecutive years of service as a member of the executive board or planning committee of the of Michigan Audiology Coalition (“MAC” or “MAC on M.A.C”) shall count toward the ten (10) year requirement to become a Life Member.
  3. Affiliate Member. An Affiliate Member is not an audiologist, but has an active professional interest in hearing, hearing science or audiology (“affiliate member”).
  4. Candidate Member. A Candidate Member is enrolled full-time in an Audiology program at a regionally accredited institution of higher learning (“candidate member”).

2.02 Membership Rights and Responsibilities

  1. Membership Rights. Fellow Members and life members have the right to vote on all matters before the Membership, the right to hold elected office in the organization, the right to serve on, chair or co-chair an executive committee, the right to attend membership meetings and Board meetings and the right to “Members-Only” website access. Affiliate members have the right to chair or co-chair a standing committee, the right to standing com mi t tee membership, the right to attend member and executive board meetings and have access to the “Members-Only” pages of the organization’s website. Student members have the right to serve on standing committees, the right to attend member and executive board meetings and have access to the “Members-Only” pages of the organization’s website.
  2. Membership Responsibilities. All members shall at all times: (i) maintain their eligibility for membership in the organization and (ii) abide by the Code of Ethics, attached hereto and made a part hereof as Attachment A (“Code of Ethics”). An acknowledgment of the organization’s Conflict of Interest Policy is attached as Attachment B (“Conflict of Interest Policy”).

2.03 Membership Dues. The executive board shall establish the annual dues for membership in the organization to be assessed and payable by June 1 of each year. Annual dues not paid by July 31 of each year shall be deemed delinquent. Dues, when paid, are at all times non­refundable.

2.04 Termination of Membership. Membership may be terminated by the executive board, upon recommendation of the Membership Committee, with the occurrence of any of the following events:

  1. Failure to pay dues within 30 days after written notice of delinquency.
  2. Failure to satisfy the requirements of sections 2.01 and 2.02 of this article.

2.05 Annual Meeting. The annual meeting of the Members shall be held once per year at a date and time determined by the Executive Board. At each annual meeting the President or any other officer designated by the Executive Board shall deliver an annual report of the Executive Board’s activities during the preceding year. Directors shall be elected pursuant to the Standing Rules (as defined hereafter).

2.06 Special Meetings. Special meetings of the members may be called by the executive board or by the president. Such meetings shall also be called by the president or secretary at the written request of not less than ten (10) percent of the Members.

2.07 Place of Meetings. All membership meetings shall be held at the organization’s principal office or at any other place determined by the executive board and stated in the notice of the meeting.

2.08 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given either personally, by mail or by electronic transmission to each member of record entitled to vote at the meeting at his or her last address as it appears on the books of the organization. Alternatively, notice may be published in the organization’s electronic or printed newsletter, provided that the newsletter is published at least semiannually and is mailed or electronically transmitted to the members entitled to vote at the meeting not less than 10 days nor more than 60 days before the date of the meeting.

2.09 Record Dates. The Executive Board may fix in advance a record date for the purpose of determining Members entitled to notice of and to vote at a membership meeting or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than 60 days nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.

2.10 List of Members. The secretary of the organization or the agent of the organization having charge of the membership records of the organization shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each member, be produced at the time and place of the membership meeting, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the Members entitled to examine the list or vote at the meeting.

2.11 Quorum. Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represent a majority of the members entitled to vote at a Membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

2.12 Proxies. A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the member or the member’s authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it except as otherwise provided by statute.

2.13 Voting. Each member entitled to vote is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally, by electronic transmission or in writing. Except as otherwise provided herein, when an action, other than the election of directors, is to be taken by vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute or the articles of incorporation. Directors shall be elected by a plurality of votes cast at any election. If votes are cast electronically, a written record shall be retained. Voting by ballot, whether in written or electronic, is expressly permitted.

2.14 Meeting by Telephone or Similar Equipment. A member may participate in a Membership meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

ARTICLE III. Executive Board

3.01 General Powers. The business, property, and affairs of the organization shall be managed by the board of directors. For all purposes herein, the board of directors shall be referred to as the “executive board” or “board” and directors are individually referred to as “directors”.

3.02 Number. For the first three (3) years after the Effective Time of the Merger of MAC into and with MAA (“Merger”), the executive board shall consist of sixteen (16) Members, nine (9) of which shall be the pre-Merger members of the MAA executive board (“continuing board seats”) and seven (7) of which shall be the pre-Merger members of the M AC executive board or their designates thereto (“transitional board seats”), all of which must be Fellow Members (“transitional board”). After the expiration of the transitional board, the executive board shall contract from sixteen (16) Members to nine (9) Members by eliminating the transitional board seats. Except for those Members of the executive board elected by the Members as president-elect, and treasurer pursuant to Section 3.04 hereof and such other officers designated by the executive board, all other Members of the board are designated as “members-at- large”. The executive board may also appoint annually up to three (3) student ambassadors who must be candidate members to serve a one (1) year term as a liaison to the executive board. Each student liaison will serve in a non-voting capacity at the pleasure of the executive board and shall be a graduate student in Audiology in good­ standing at their respective in-state training program.

3.03 Tenure. For the transitional board, the directors occupying the transitional board seats shall serve for fixed three (3) year terms, The directors currently occupying the continuing board seats shall continue to serve their existing terms and until the director’s successor is elected and qualified, or until the director’s death, resignation, or removal. During the Transition Board and thereafter, elections for continuing board seats shall occur in accordance with their staggered terms.

3.04 Board Officers. The officers of the Board (also officers of the organization) shall consist of the following:

  1. Number. The officers shall be president-elect, president, past president, liaison to conference committee, secretary, and treasurer. There may also be vice president(s), and such other officers as the board deems appropriate. The officers shall be voting members of the board. Two or more offices may be held by the same person, but such person shall not execute, Acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the president or by the board lo be executed, acknowledged, or verified by two or more officers. The president-elect and treasurer shall be elected by the Members at the annual meeting of Members. The president-elect shall serve the initial year of his/her term as president-elect, the second year as president and the third year as past president. The secretary and all such other officers shall be appointed by the executive board.
  2. Term of Office. Each officer shall hold office for a term of three (3) years and until a successor is elected or appointed and qualified, or until the officer’s death, resignation or removal. An officer may resign at any time by providing written notice to the organization. Notice of resignation is effective upon receipt or at a later time designated in the notice.
  3. Removal. An officer elected or appointed and qualified may be removed with or without cause by vote of a majority of the board. The removal shall be without prejudice to the person’s contract rights, if any. Appointment to an office does not of itself create contract rights.
  4. Vacancy. A vacancy in any office for any reason may be filled by the board or, if the board so deems, by election (special or otherwise).
  5. President. The president shall be the chief executive officer of the organization and shall have authority over the general control and management of the business and affairs of the organization. The president shall preside over all meetings of the Members und the executive board. The president shall have the power to perform duties as may be assigned by the Executive Board. The president shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The president shall sign all corporate documents and agreements on behalf of the organization, unless the president or the board instructs that the signing be done with or by some other officer, agent, or employee. The president shall see that all actions taken by the board are executed and shall perform all other duties incident to the office. This is subject, however, to the president’s right and the right of the board to delegate any specific power to any other officer of the organization.
  6. Past President. The president, upon completion of his/her term, shall automatically become past president for a one (1) year term and shall serve as the chairperson of the nomination committee. The past president shall assist the president in matters so delegated by the president.
  7. President-Elect. The president-elect shall have the power to perform duties that may be assigned by the president or the board. If the president is absent or unable to perform his or her duties, the president-elect shall perform the president’s duties until the board directs otherwise. The president-elect shall perform all duties incident to the office.
  8. Secretary. The secretary shall (a) keep minutes of board meetings; (b) be responsible for providing notice to each member or director as required by law, the articles of incorporation, or these by laws; (c) be the custodian of corporate records; (cl) keep a register of the names and addresses of each member, officer and director; and (e) perform all duties incident to the office and other duties assigned by the president or the board.
  9. Treasurer. The treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the organization at such depositories in the organization’s name that may be designated by the board; (d) complete all required corporate filings; and (e) perform all duties incident to the office and other duties assigned by the president or the board.
  10. Liaison to Conference Committee. The liaison to the conference committee (“liaison”) shall be a member-at-large of the Executive Board and shall be designated by the executive board. The liaison to the conference committee will share information to and from the conference committee and the executive board with respect to the Conference and coordinate all communications between the conference committee and the executive board. The liaison shall be notified of, and be permitted to attend, all meetings of the conference committee and will copied on all communications (email and otherwise) pertaining to the conference. The liaison may assist in the work of the conference committee at the discretion of the conference committee, but is not required to do so.

3.05 Resignation. A director may resign at any time by providing written notice to the organization. Notice of resignation will be effective on receipt or at a later lime designated in the notice. A successor shall be appointed as provided in section 3.07 of the bylaws.

3.06 Removal. Any director may be removed with or without cause by a majority vote of the Members entitled to vote at an election of directors.
3.07 Board Vacancies. A vacancy on the board may be filled with a person selected by the remaining directors of the board, though less than a quorum of the executive board, unless filled by proper action of the members. Each person so elected shall be a director for a term of office continuing until the next election of directors by the members.

3.08 Annual Meeting. An annual meeting of the executive board shall be held at least once each year at a time and place chosen by the executive board.

3.09 Regular Meetings. Regular meetings of the board may be held at the time and place as determined by a board resolution without notice other than the resolution.

3.10 Special Meetings. Special meetings of the board may be called by the president or any two directors at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each director in any manner at least three days before the meeting.

3.11 Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice for that meeting.

3.12 Waiver of Notice. The attendance of a director at a board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

3.13 Meeting by Telephone or Similar Equipment. A director may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

3.14 Quorum. A majority of the directors then in office constitutes a quorum for the transaction of any business at any meeting of the board. Actions voted on by a majority of directors present at 11 meeting where a quorum is present shall constitute authorized actions of the board.

3.15 Consent to Corporate Actions. Any action required or permitted to be taken pursuant to board authorization may be taken without a meeting if, before or after the action, all directors’ consent to the action in writing. Written consents shall be filed with the minutes of the board’s proceeding.

3.16 Standing Rules. The board may adopt from time-to-time standing rules for the administration of these Bylaws. The current standing rules are attached as Attachment C (“Standing Rules”).

ARTICLE IV. COMMITTEES

4.01 General Powers. The board, by resolution adopted by a vote of a majority of its directors, may designate one or more executive or non-executive committees, each executive committee consisting of one or more directors and each non-executive committee consisting of one or more directors and members. The board may also designate one or more directors as alternate executive committee members who may replace an absent or disqualified member at an executive committee meeting. If an executive committee member is absent or disqualified from voting, members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate executive committee member to act at the executive committee meeting in place of the absent or disqualified member. Except as provided herein, all committees designated by the board shall serve at the pleasure of the board.

An executive committee designated by the board may exercise any powers of the board in managing the organization’s business and affairs to the extent provided by resolution of the board. However, no executive committee shall have the power to:

  1. amend the articles of incorporation;
  2. adopt an agreement of merger or consolidation;
  3. amend the bylaws of the organization;
  4. fill vacancies on the board; or
  5. fix compensation of the directors for serving on the board or on a committee.
  6. recommend to members the sale, lease, or exchange of all or substantially all of the organization’s property and assets;
  7. recommend to the members a dissolution of the organization or a revocation of a dissolution; or
  8. terminate memberships.

4.02 Non-Executive or Standing Committees. To assist in the regular business of the executive board, six (6) non-executive or standing committees: (i) Membership committee, (ii) nominations committee, (iii) conference committee, (iv) finance committee, (v) public relations/education committee and (vi) legislative committee are established.

  1. Membership Committee. The membership committee shall consist of three (3) members. The chairperson shall be selected annually by the executive board. Members of the committee may submit nominations to the executive board for the chairperson of the committee. The chairperson shall be responsible for recruiting members to serve on the committee. The Chairperson shall submit the names of the members recruited by the chairperson for service on the committee to the Executive Board for its approval. If the chairperson desires to remove a committee member, fill a vacancy or expand the Membership of the committee, the chairperson shall submit such request to the executive board for its approval. The Membership committee shall review all applications for Membership and make recommendations to the executive board as to whether admission as a member should be granted or denied. The membership committee shall monitor the receipt of the annual clues and provide notices of delinquency, where appropriate. The membership committee shall review all resignations and report periodically to the executive board with respect to said resignations. The membership committee shall also make recommendations to the executive board for expulsion of Members who no longer meet the eligibility requirements of section 2.01 or who have violated the Code of Ethics.
  2. Nomination Committee. The nomination committee shall consist of three (3) members, one of which shall be the past president who shall be the chairperson. The chairperson shall be responsible for recruiting Members to serve on the committee. The Chairperson shall submit the names of the members recruited by the chairperson for service on the committee to the executive board for its approval. If the chairperson desires to remove a committee member, fill a vacancy or expand the Membership of the committee, the chairperson shall submit such request to the executive board for its approval. The nomination committee shall be in charge of organizing the annual election of the executive board. The nomination committee can recommend candidates for the executive board and must also solicit nominations from the Membership by mail or electronic transmission. The nominations committee shall review the qualifications of all candidates, whether recommended by the nominations committee or nominated by the membership. The name and brief biographical history of the candidates approved by the nomination s committee shall be placed on a ballot to be sent to the membership. The annual election to the executive board shall be completed by June 1 of each year.
  3. Conference Committee. The conference committee shall consist of such number of Members sufficient to complete the committee’s work as determined by the chairperson; provided, however that such number shall not be less than five (5) members. The chairperson shall be selected annually by the executive board. Members of the committee may submit nominations to the executive board for chairperson. The chairperson shall be the chief executive officer of the conference and shall have authority over the general control and management of the conference. The conference committee chairperson shall have the power and authority to sign all contracts on behalf of the organization with respect to the conference; provided that such contracts shall not exceed the conference budget. The chairperson shall be responsible for recruiting members to serve on the committee. The chairperson shall submit the names of the members recruited by the chairperson for service on the committee to the executive board for its approval. If the chairperson desires to remove a committee member, fill a vacancy or expand the Membership of the committee, the chairperson shall submit such request to the executive board for its approval. The conference committee is charged with the preparation, staffing, management and operation of the organization’s annual conference (“conference”). The conference committee chairperson and members of the first conference committee shall be determined by the executive board of Michigan Audiology Coalition prior to the Merger. The conference committee shall propose a conference budget each year for the conference based on the previous year’s expenditures, with reasonable annual escalators, and such adjustments 01· amendments thereto, for the executive board ‘s approval (“conference budget”). Notwithstanding the foregoing, the c011ferencc budget shall not be less than the previous year’s budget; provided, that the conference generates sufficient revenue to support/fun d the next year’s budget. The conference committee shall have the authority to expend such sums al located in the conference budget in accordance with the line items therein. This subsection 4.02(c) may not be amended, except by a vote of 2/3s of the members entitled to vote pursuant to section 2.13 hereof.
  4. Finance Committee. The finance committee shall consist of three (3) members. The chairperson shall be selected annually by the executive board. Members of the committee may submit nominations to the executive board for the chairperson of the committee. The chairperson shall be responsible for recruiting members to serve on the committee. The chairperson shall submit the names of the members recruited by the chairperson for service on the committee to the executive board for its approval. If the chairperson desires to remove a committee member, till a vacancy or expand the membership of the committee, the Chairperson shall submit such request to the Executive Board for its approval. The finance committee shall provide: (i) financial oversight for the budget; (ii) provide financial plans and reports, as needed: (iii) set short and long-term financial goals and funding strategies; (iv) develop multi-year operating budgets that integrate the strategic plan objectives and initiatives, and (v) present all financial goals and proposals to the executive board.
  5. Public Relations/Education Committee. The public relations/education committee shall consist of three (3) members. The chairperson shall be selected annually by the executive board. Members of the committee may submit nominations to the executive board for the chairperson of the committee. The chairperson shall be responsible for recruiting members to serve on the committee. The chairperson shall submit the names of the members recruited by the chairperson for service on the committee to the executive board for its approval. If the chairperson desires to remove a committee member, fill a vacancy or expand the Membership of the committee, the chairperson shall submit such request to the executive board for its approval. The public relations/education committee shall assist the executive board in maintaining a positive image of the organization by planning for and monitoring an annual program that focuses on public relations and public activities, e.g. annual Michigan Student Leaders in Audiology meeting.
    (f) Legislative Committee. The legislative committee shall consist of three (3) members. The chairperson shall be selected annually by the executive board. Members of the committee may submit nominations to the executive board for the chairperson of the committee. The chairperson shall be responsible for recruiting Members to serve on the committee. The chairperson shall submit the names of the Members recruited by the chairperson for service on the committee to the executive board for its approval. If the chairperson desires to remove a committee member, fill a vacancy or expand the membership of the committee, the chairperson shall submit such request to the executive board for its approval. The legislative committee shall: (i) provide information to the executive board and members about professional and political issues affecting audiology in the State of Michigan and, in conjunction with the public relations/education committee, (ii) continue ongoing education of state legislative Members and staff about Audiology issues affecting the members, and (iii) monitor legislation that may impact the profession of audiology in the State of Michigan.

4.03 Meetings. Committees shall meet as directed by the board, and their meetings shall be governed by the rules provided in Article III for meetings of the board. Minutes shall be recorded at each committee meeting and shall be presented to the board.

4.04 Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the minutes of the committee’s proceedings.

ARTICLE V. [Reserved]

ARTICLE VI. CORPORATE DOCUMENT PROCEDURE

No corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks (except pursuant to Section 4.02(c) and Standing Rule 8, hereof), notes, disbursements, loans, and other debt obligations) shall be signed by any officer, designated agent, or attorney-in-fact unless authorized by the board or by these bylaws.

ARTICLE VII. INDEMNIFICATION

7.01 Nonderivative Actions. Subject to all of the other provisions of this article, the organization shall indemnify 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. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the organization). Such indemnification shall apply only to a person who was or is a director or officer of the organization, or who was or is serving at the request of the organization as a director, officer, partner, committee member, trustee, employee, or agent of another foreign or domestic organization, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the organization or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the organization or its Members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

7.02 Derivative Actions. Subject to all of the provisions of this article, the organization shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the organization to procure a judgment in its favor because (a) the person was or is a director or officer of the organization or (b) the person was or is serving at the request of the organization as a director, officer, partner, committee member, trustee, employee, or agent of another foreign or domestic organization, partnership, joint venture, trust, or other enterprise, whether or not for profit . The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts pa id in settlement incurred by the person in connection with the action or suit 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 organization or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the organization unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.

7.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 7.01 or 7.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

7.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the organization as well as in such person’s capacity as a director or officer. Except as provided in section 7.03 of this article, the organization shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.

7.05 Determination that Indemnification Is Proper. Any indemnification under sections 7.1 or 7.02 of this article (unless ordered by a court) shall be made by the organization only as authorized in the specific case. The organization must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 7.01 or 7.02, whichever is applicable. The determination shall be made in any of the following ways:

  1. By a majority vote of a quorum of the board consisting of directors who were not parties to such action, suit, or proceeding.
  2. If the quorum described in clause (a) above is not obtainable, by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
  3. By independent legal counsel in a written opinion.
  4. By the members.

7.06 Proportionate Indemnity. If a person is entitled to indemnification under sections 7.01 or 7.02 of this article for a portion of expenses, including attorney foes, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the organization shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts pa id in settlement for which the person is entitled to be indemnified.

7.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 7.01 or 7.02 of this article may be paid by the organization in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the organization. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but it need not be secured.

7.08 Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the organization. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

7.09 Indemnification of Employees and Agents of the Organization. The organization may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the organization to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the organization.

7.10 Former Directors and Officers. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

7.11 Insurance. The organization may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, committee member, employee, or agent of the organization or (b) was or is serving at the request of the organization as a director, officer, committee member, employee, or agent of another organization, partnership, joint venture, trust, or other enterprise. The insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the organization would have power to indemnify against liability under this article or the laws of the state of Michigan.

7.12 Changes in Michigan Law. lf there are any changes in the Michigan statutory provisions applicable to the organization and relating to the subject matter of this article, the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that the change permits the organization to provide broader indemnification rights than the provisions permitted the organization to provide before the change.

ARTICLE VIII. COMPENSATION

When authorized by the board, a person shall be reasonably compensated for services rendered to the organization as an officer, director, employee, agent, committee member, or independent contractor, except as prohibited by these bylaws.

ARTICLE IX. FISCAL YEAR

The fiscal year of the organization shall end on May 31.

ARTICLE X. AMENDMENTS

Except as provided in the articles of incorporation, the Executive Board at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of a two-thirds (2/3) majority of the directors, if notice setting forth the terms of the proposal has been given in accordance with any notice requirement for the meeting of the board.

 

Bylaw Attachments