BY-LAWS OF THE
TEACHING & SHARING CENTERS
as of
January 12, 2013

(A Michigan Non-Profit Corporation)


ARTICLE I

Name and Registered Office

Section 1. Name.   The name of this corporation is the TEACHING & SHARING CENTERS.
Section 2.

Registered Office.   The registered office of the corporation is 417 South Bridge Street, Grand Ledge, Michigan 48837-1501, and the mailing address of the registered office is 417 South Bridge Street, Grand Ledge, Michigan 48837-1501.  The resident agent shall be the person who from time to time is designated by the board of trustees.

Section 3.

Principal Office.  The corporation shall have its principal office at 417 South Bridge Street, Grand Ledge, Michigan 48837-1501, and it may also maintain offices at such other place or places as the board of trustees may from time to time designate. 

ARTICLE II

Purpose

Section 1.

Purpose. 

Within the broad parameters of nature, spirit, and expression, to be a welcoming spiritual and tangible resource group that nurtures intimacy in our daily walk with Jesus and invites participation through sharing our spiritual, artistic, and practical gifts both locally and globally to the glory of God.

We acknowledge God’s call into relationship with Him, with each other, and with the rest of creation.

We place particular emphasis on encouraging and supporting the individual outreaches; religious, educational, or service endeavors, of our members and Independent Affiliates.

ARTICLE III

Membership

Section 1.

Members.   The Teaching & Sharing Centers is organized as a non-profit, non-stock, membership corporation.  Any person, irrespective of age, sex, race, religion and residence, groups and associations of individuals, and business and non-business entities, whether corporations, partnerships, associations or proprietors, who expresses or express interest in the purposes of the Teaching & Sharing Centers, and who timely pays such dues as may be established by the board of trustees from time to time shall be a member of the corporation. 

Each group or association of individuals, and each business or non-business entity which shall become a member shall designate one individual within such group, association or entity who shall be deemed to be its duly authorized representative at all meetings of the members and entitled to exercise all the rights and privileges of membership.  Such individual shall be recognized as the authorized representative of such group, association or entity until the secretary of this corporation shall be notified in writing of the appointment of a successor authorized representative, specifying the name and address of such representative. 

Section 2.

At the date of the adoption of these By-Laws membership in this corporation shall consist of the following classes: Individual, Family, Church, Non-Profit, Business, Elder (55+), and Low Income. This section is amended effective January 1, 2007 eliminating all classes, leaving only "member" status, with payment options of annual, lifetime, and low-income. 

The board of trustees may establish such other classes of membership, revoke or eliminate classes of membership, and change fee options from time to time as it may determine to be in the best interest of the corporation. 

Section 3.

Dues. Members shall pay dues annually on the anniversary date of acceptance of membership or on a common date as set by the board of trustees, except for members who have paid a lifetime membership fee.  Notice shall be mailed to each member that annual dues are payable. 

Section 4.

Termination.  Memberships terminate automatically for non-payment of dues after sixty days following the date annual dues are payable.  A membership is non-transferable. 

ARTICLE IV

Meetings of members

Section 1.

Annual Meeting.   The annual membership meeting shall be held on the fourth Saturday in June in each year if not a legal holiday and if a legal holiday the next day following unless the board of trustees shall fix a different day. 

Section 2.

Special Meetings.   Special meetings of the members may be called by the chairman of the board or the president, and shall be called by the secretary at the request in writing of a majority of the board of trustees or at the request in writing of seven of the members.  Such request shall state the purpose or purposes of the requested meeting.  Business transacted at any special meeting shall be limited to the object stated in the call. 

Section 3.

Place of Meeting.   The board of trustees may designate any place as the place of meeting for any annual or special meeting called in the manner authorized by Section 2 hereof.  If no designation is made, or if a special meeting be otherwise called, the place of the meeting shall be the principal office of the corporation designated in Section 3 of Article I of these by-laws. 

Section 4.

Notice of Meetings.  Written or printed notice stating the place, day and hour of the regular and any special meetings, and the purpose or purposes for which any meeting is called, shall be delivered not less than ten and not more than thirty-two days before the day of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary or the officers or persons calling the meeting, to each member.   If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed as it appears on the records of the corporation with postage thereon prepaid.  Any member may waive notice and consent to the holding of any meeting.  The attendance of the member at any meeting constitutes a waiver of notice of the meeting, except when a member attends a meeting for the express purpose of objecting, at the beginning of the meeting, or thereafter when the meeting was not lawfully called or convened, or when action was taken at the meeting on an item that had not been included in the notice of meeting. 

Section 5.

Quorum.   The presence of ten of the members in person or by proxy shall be requisite and shall constitute a quorum at all meetings of the members for the transacting of business except as otherwise provided by statute, by the Articles of Incorporation or by the by-laws.  Whether or not a quorum is present, a meeting may be adjourned by a vote of a majority of the members present and entitled to vote.  At such meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. 

Section 6.

Voting.  At every meeting of members each member who shall have attained his/her eighteenth (18th) birthday shall be entitled to vote in person, or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period.  Each member of the corporation shall be entitled to one vote.  The vote for trustees and, upon the demand of any member, the vote upon any question before the meeting, shall be by ballot.  All elections and all questions shall be decided by a majority vote of the persons present in person or by proxy. 

Section 7.

Inspectors of Election.   Whenever any person entitled to vote at a meeting of the members shall request the appointment of inspectors, the presiding officer shall appoint not more than three inspectors, who need not be members.  If the right of any person to vote at such meeting shall be challenged, the inspector shall determine such right.  The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result.  Their certificate of any vote shall be prima facie evidence thereof. 

Section 8.

Order of Business.   The order of business at all meetings of the members shall be as follows:

a.   Call to order and opening prayer; 
b.
   Reading of notice and proof of posting; 
c.
   Reading of minutes of last preceding meeting; 
d.
   Report of officers; 
e.
   Report of committees; 
f.
    Report of treasurer; 
g.
   Election of trustees
h.
   Transaction of other business mentioned in the notice; 
i.
    Adjournment and closing prayer; 

Provided that, in the absence of any objection, the presiding officer may vary the order of business at his/her discretion. 

ARTICLE V

Board of Trustees

Section 1.

Election and General Powers.   The business and affairs of the corporation shall be managed by its board of trustees, except as otherwise provided by statute, by the Articles of Incorporation or by the by-laws.  One-third of the members of the board of trustees shall be elected at each annual meeting of the members by a majority vote of the members voting either in person or by proxy.  

Section 2.

Number, Tenure and Qualifications.  The board of trustees shall be not less than seven nor more than thirteen trustees.  There shall be three divisions of the trustees of the board. The trustees of the first division shall be from three to five of the present trustees of the board whose terms expire in one year. The trustees of the second division shall be from three to five of the present trustees of the board whose terms expire in 2 years. The trustees of the third division shall be from three to five persons whose terms shall expire in 3 years. At the annual meeting in June and at each annual meeting thereafter, trustees shall be elected for terms of three years to succeed the trustees whose terms then expire. Trustees shall hold office until the election of their respective successors except in the event of prior death, resignation, retirement, disqualification or removal. Nothing herein shall be construed to prevent the election of a trustee to succeed him/herself except that no trustee may serve for more than four consecutive three-year terms. Within the limits above specified, the number of trustees may be increased or decreased by amendment to these by-laws. If the number of trustees is decreased by amendment each trustee shall serve until his/her term expires or until his/her resignation or removal as provided herein. The trustees need not be members of the corporation. 

Section 3.

Regular Meetings.   A regular meeting of the board of trustees shall be held without other notice than these by-laws, immediately after, and at the same place as, the annual meeting of members.  The board of trustees may provide, by resolution, the time and place, either within or without Michigan, for the holding of additional regular meetings without other notice than such resolution. 

Section 4.

Special Meetings.   Special meetings of the board of trustees may be called by or at the request of the chairman of the board or any two members of the board of trustees. 

The person or persons authorized to call special meetings of the board of trustees may fix any place, either within or without Michigan, as the place for holding any special meetings of the board of trustees called by them. 

Section 5.

Notice.   Notice of any special meeting shall be given at least seven days prior thereto by written notice delivered personally, mailed or telegraphed to each board member at his/her business address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the Telegraph Company.  Any member of the board of trustees may waive notice of any meeting.   The attendance of a board member at any meeting shall constitute a waiver of notice of such meeting, except where a board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted nor the purpose need be specified in the notice or waiver of notice of such meeting. 

Section 6.

Quorum.   One-half of the members of the board of trustees then in office constitutes a quorum for the transaction of business at any meeting of the board of trustees, providing that if less than a majority of the members of the board of trustees are present they may adjourn the meeting from time to time without further notice.  The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board of trustees, unless the vote of a larger number is required by statute, the Articles of Incorporation or these by-laws. 

Section 7.

Participation by Communication Equipment.   A member of the board of trustees or of a committee designated by the board may participate in a meeting by means of electronic equipment such as conference telephone, computer, tele-conferencing, or similar communications equipment by means of which all persons participating in the meeting can communicate to one another.  Participation in a meeting pursuant to this provision constitutes presence in person at the meeting. 

Section 8.

Informal action by Board of Trustees.   Action required or permitted to be taken pursuant to authorization voted at a meeting of the board of trustees or of a committee thereof, may be taken without a meeting if, before or after the action, all members of the board or of the committee consent thereto in writing.  The written consent shall be filed with the minutes of the proceedings of the board or committee.  The consent has the same effect as a vote of the board of trustees or committee of the board for all purposes. 

Section 9.

Vacancies.   If any vacancy or vacancies occur within the board of trustees by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, or if any new membership on the board of trustees is created by an increase in the authorized number of board members, a majority of the board of trustees then in office, though less than a quorum, may choose a successor or successors, or fill the newly created board membership.  Members of the board of trustees chosen to fill unexpired terms shall hold office until the next annual meeting of the members or until their successors shall be duly elected and qualified except in the event of their prior death, resignation, retirement, disqualification or removal. 

Section 10.

Compensation.   Members of the board of trustees shall not receive any compensation for their services as members of the board but may be reimbursed for reasonable expenses of attendance; provided that nothing herein contained shall be construed to preclude any member of the board of trustees from serving the corporation in any other capacity and receiving compensation therefore. 

Section 11.

Chairman.  At all meetings of the board of trustees, the president or vice president(s), or in their absence a chairman chosen by the trustees, shall preside. 

Section 12.

Committees.  The board of trustees may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the members of the board of trustees.  An Executive Committee of not less than three and not more than five members may be appointed at the first regular meeting following the annual meeting of the members of the corporation.  The board of trustees may designate one or more board members as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee, and if none is designated the Executives thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such an absent or disqualified member.  A committee and each member thereof, shall serve at the pleasure of the board.  The Executive Committee so designated by the board, to the extent provided in the resolution by the board, may exercise all powers and authority of the board in the management of the business and affairs of the corporation, except that such committee shall not have the power or authority to:  (a) amend the Articles of Incorporation;  (b) recommend to members a dissolution of the corporation or a revocation of dissolution; (c) amend the by-laws, or (d) fill vacancies on the board of trustees. 

Section 13.

Manifestation of Dissent.  A member of the board of trustees of the corporation who is present at a meeting of the board of trustees at which action on any corporation matter is taken shall be assumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right of dissent shall not apply to a member of the board of trustees who voted in favor of such action. 

ARTICLE VI

Officers

Section 1.

Officers.    The officers of the corporation shall be elected or appointed by the board of trustees and shall consist of a president, one or more vice-president, secretary, treasurer and such other officers as may, from time to time, be determined by the board of trustees.  Two or more officer positions may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or the Articles or by-laws to be executed, acknowledged or verified by two or more officers. 

Section 2.

Election and Term of office.   The officers of the corporation shall be elected or appointed annually by the board of trustees at the first meeting of the board of trustees held after each annual meeting of the members.  The president and vice president shall be elected from among the members of the board of trustees.  The secretary and treasurer need not be members of the board of trustees or members of the corporation.  If the election or appointment of officers shall not be at such meeting, such election or appointment shall be held or made as soon thereafter as is convenient.  Each officer so elected or appointed shall hold office for the term of which he is elected or appointed and until his/her successor is elected or appointed and qualified, or until his/her resignation or removal. 

Section 3.

Removal. Any officer or agent elected to or appointed by the board of trustees may be removed by the affirmative vote of 2/3 of all trustees at any regular or special meeting called for that purpose with cause whenever in its judgment the best interest of the corporation would be served thereby.  Any officer proposed to be removed shall be entitled to at least seven days notice in writing by mail of the meeting at which removal is to be voted on and shall be entitled to appear and be heard by the board of trustees at such meeting. 

Section 4.

Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled at any meeting of the board of trustees for the unexpired portion of the term of such office by a majority vote of the trustees then in office, although less than a quorum. 

Section 5.

President.  The president shall be the chief executive officer of the corporation, but he may from time to time delegate all or any part of his/her duties to the vice president.  The president shall preside at all meetings of the board of trustees, shall have general management and supervision of the affairs of the corporation, shall be an ex-officio member of all standing committees and shall see that all orders and resolutions of the board are carried into effect.  The president shall execute all mortgages, conveyances, and other instruments entered into pursuant to the powers of the corporation as set forth in the Articles of Incorporation with the authority of the board of trustees. 

Section 6.

Vice-President.  The vice-president shall perform such duties as are delegated by the president, and shall, in the absence or in the event of the disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of trustees shall prescribed. 

Section 7.

Secretary.   The secretary shall attend all meetings of the board and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required.  He/she shall give, or cause to be given, notice of all meetings of the members and of the board of trustees, and shall perform such other duties as may be prescribed by the board of trustees under whose supervision he shall be.  He shall keep a record containing the names of the persons who are members of the corporation, arranged alphabetically.  He/she may sign with the president, or vice-president, in the name of on behalf of the corporation, any contracts or agreements authorized by the board of trustees and when so authorized affix the seal of the corporation to any instrument requiring it, and when so affixed it shall be attested by his/her signature or by the signature of the treasurer.  He/she shall be sworn to the faithful discharge of his/her duties.  The assistant secretary, if one is elected, shall perform the duties and exercise the powers of the secretary in his/her absence or in the event of his/her disability. 

Section 8.

Treasurer.   The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursement in books belonging to it which he shall exhibit at all reasonable times at the offices of the corporation to any trustee, officer or member of the corporation.  The treasurer shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of trustees.  He/she shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the board of trustees and president, at the regular meetings of the board, or whenever they may require, an account of all his/her transactions as treasurer and of the financial condition of the corporation.  He/she shall give the corporation a bond if required by the board of trustees in a sum, and with one or more sureties satisfactory to the board, for the faithful performance of the duties of his/her office, and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.  The assistant treasurer, if one is elected, shall perform the duties and exercise the power of the treasurer in his/her absence or in the event of his/her disability. 

Section 9.

Compensation.  Officers shall not receive compensation for their services, but may be paid or reimbursed for such necessary and reasonable out-of-pocket expenses incurred in the performance of their duties in accordance with a policy with respect thereto adopted by the board of trustees; provided nothing herein contained shall be construed to preclude any officer from serving the corporation in any other capacity and receiving compensation therefore. 

ARTICLE VII

Agents and Representatives

Section 1.

Appointment of Agents and Representatives.   The board of trustees may appoint such other agents and representatives with authority to perform such acts or duties on behalf of the corporation as the board may from time to time delegate, so far as may be consistent with the Articles of Incorporation, by-laws and permitted by law. 

Section 2.

Executive Director or Co-Directors.   An Executive Director or Co-Directors may be appointed by the board of trustees to perform such acts or duties on behalf of the corporation as the board may from time to time delegate.  The performance of the Director or Co-Directors shall be evaluated annually by the board of trustees at the first meeting of the board of trustees held after each annual meeting of the members, or at such time or times deemed necessary by the board. 

Section 3.

Appointment and General Powers.   The Director or Co-Directors shall assist the board in managing the business and affairs of the corporation.  However, actions or decisions recommended by the Director or Co-Directors shall at all time be subjected to the approval of the board.  The Director or Co-Directors shall not have the power or authority to: (a) amend the Articles of Incorporation; (b) recommend to members dissolution of the corporation or a revocation of dissolution; (c) fill vacancies on the board of trustees. 

Section 4.

Compensation.   The Director or Co-Directors may from time to time be considered part-time or full-time staff of the corporation.  The board shall have the authority to financially compensate said agent(s) for their services so far as may be consistent with the Articles of Incorporation, by-laws and permitted by law. 

ARTICLE VIII

Contracts, loans, Checks and Deposits

Section 1.

Contracts.   The board of trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 

Section 2.

Loans.   No loan shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of trustees.  Such authority may be general or confined to specific instances. However, it is the written intent of this corporation to operate on a totally debt-free basis as much as it is possible. 

Section 3.

Checks, Drafts, etc.   All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of trustees. 

ARTICLE IX

Chapters

Section 1.

To more effectively promote and achieve the purposes of the corporation, the organization of local chapters is allowed. 

Section 2.

Members of the corporation who reside or have their principal offices within Michigan or other areas of the United States, and who desire to form a chapter of this corporation, may apply to this corporation for chapter status by satisfying the following requirements. 

(a)

File a “Letter of Intent” which is an application for provisional recognition as a Chapter of the Teaching & Sharing Centers, with the secretary of this corporation.  Such application shall be signed by not less than ten members of this corporation who reside or have their principal offices within the geographical boundaries of the locality proposed as the site of the Chapter.  Said letter of intent shall state: 

(i)

the name of the Chapter shall be “Teaching & Sharing Center(s) of – followed by the name of the City, Town, Village or County” of the locality proposed as a site of the proposed chapter, 

(ii)

the signatories are familiar with the purposes of this corporation and associate themselves with such purposes, and understand that the Letter of Intent, Chapter Certificate, the Articles of Incorporation and by-laws of this corporation, and any other policies, rules or procedures that may from time to time be promulgated by this corporation shall be the governing documents of the Chapter; and it is understood the Chapter shall at all times comply with applicable federal, state or local laws relating to not-for-profit or charitable organizations, and 

(iii)

The Chapter will comply with and adhere to current and future assessment/dues policies established by the board of trustees of this corporation. 

(b)

At the next regular meeting of the board of trustees of this corporation, the Letter of Intent shall be reviewed, and if it is found to be in order, the board shall grant provisional approval to the Chapter. 

(c)

Within six months following the grant by the board of trustees of this corporation of provisional approval of the Chapter, a certificate, signed by the elected president and secretary of the Chapter, shall be forwarded to this corporation which shall set forth; 

(i)

the names, addresses and telephone numbers of the elected officers, the names and addresses of the members of the board of trustees, and the official address and telephone number of the Chapter, 

(ii)

the defined geographical boundary of the Chapter and the postal zip codes it will encompass. 

(iii)

That Articles of Incorporation in form and content approved by this corporation, have been adopted and filed in the proper office of the state in which the Chapter is located, 

(iv)

that by by-laws, in form and content approved by this corporation, have been adopted by the members and board of trustees of the Chapter, 

(v)

that all other appropriate steps have been taken to complete the organization of the Chapter and to comply with applicable federal, state and local laws relating to not-for-profit educational and charitable organizations, including obtaining state tax exemption and state charitable solicitation license, 

(vi)

that the board of trustees and officers of the Chapter are familiar with the by-laws and conform thereto and will administer  its affairs in compliance with the policies, rules and regulations prescribed by this corporation,  and 

(vii)

if the Chapter proposes to engage in any activity which shall, in the opinion of the legal committee of this corporation, expose the Chapter and/or this corporation to any liability of any nature whatever to others, including, without intending limitation, liability to persons and property, liability insurance policy or policies shall be obtained, at the sole expense of the Chapter, in such amounts and subject to such limitations as the board of trustees of this corporation shall approve, insuring the Chapter and this corporation against such liability as their respective interests shall appear.  The Chapter shall deliver to the secretary of this corporation a copy of such policy or policies or certificate or certificates that such insurance is in full force and effect. 

(d)

Upon completion of all of the foregoing, the board of trustees of this corporation shall, at its next regular meeting, consider all evidence of the completion of the organization of the Chapter, including evidence that the Articles of Incorporation of the Chapter have been accepted for filing by the state of incorporation, and, upon being satisfied that all requirements for Chapter status have been met, authorized the president and secretary to issue a Charter. 

Section 3.

Every Charter issued to a Chapter shall be valid for a term of one year but shall be automatically extended from year to year unless revoked by a vote of two-thirds (2/3) of the full membership of the board of trustees of this corporation as hereinafter provided. 

Section 4.

Upon the issuance of a Charter, a Chapter shall thereafter conduct its activities in accordance with the governing documents and the policies and rules promulgated by this corporation and shall 

(a)

Furnish to the secretary of this corporation and annually thereafter, a list of all members who reside or have their principal offices within the geographical boundaries of the Chapter. 

(b)

Appoint two individuals who are individual adult members or the authorized representative of an entity member who may attend regular meetings of the board of trustees of this corporation and, together, may cast one advisory vote on behalf of the Chapter represented on all matters which may come before the board of trustees. 

Section 5.

The activities of each Chapter shall be subject to an annual review by the Chapter Review Committee appointed by the board of trustees of this corporation.  If the Chapter Review Committee shall determine that a Chapter shall not have conducted its activities as required it may make its recommendation, in writing, to the board of trustees of this corporation, with copy to such Chapter, that its Charter be revoked.  The secretary of this corporation shall, in writing, notify the Chapter that it may appear at the next regular meeting of the board for a full hearing with respect to such recommended revocation.  At such meeting, and, after hearing all evidence, the board of trustees may, by vote as required, determine to revoke the Charter of such Chapter.  If revocation shall be determined, the secretary of this corporation shall, in writing, promptly notify the Chapter of such revocation and demand promptly payment of any obligations of the Chapter to this corporation.  The secretary shall also notify, in writing, the Attorney General of the State of Michigan and the Internal Revenue Service that such Chapter is no longer an affiliate of this corporation. 

Section 6.

Notwithstanding the foregoing, any Chapter of the Teaching & Sharing Centers heretofore organized and approved by this corporation in effect prior to the date of the adoption of these Amended and Restated by-laws shall continue to retain its Chapter status provided it shall (1) comply with and adhere to current and future assessment/dues policies established by the board of trustees of this corporation, (2) conform with the by-laws and financial policies of this corporation and administer its affairs in compliance with the policies, rules and regulations prescribed by this corporation including requirements pertaining to insurance coverage, and (3) be subject to and comply with the provisions of Sections four (4) and five (5) of the Article IX of these by-laws. 

ARTICLE X

Fiscal Year

Section 1.

The fiscal year of the corporation shall be the calendar year and begin on the first (1st) day of January in each year and end on the thirty-first (31st) day of December in each year. 

ARTICLE XI

Indemnification

Section 1.

Indemnification; Third Party Action.   The corporation 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, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of a chapter, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or preceding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation of its members, and, with respect to any criminal action or preceding, had no reasonable cause to believe that his/her conduct was unlawful. 

Section 2.

Indemnification, Action by or in Right of the Corporation.   The corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of a chapter, partnership, join venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its members, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 

Section 3. Reimbursement.
(a)

To the extent that a trustee, director, officer, employee or agent of the corporation has been unsuccessful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section one (1) and two (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. 

(b)

Any indemnification under Sections one (1) or two (2) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the trustee, director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections one (1) and two (2), and that such indemnification will not constitute an act of self-dealing under Section 4941 of the Internal Revenue Code, as amended.  Such determination shall be made in either of the following ways: 

(1)

By the board of trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit or proceeding; 

(2)

If such quorum is not obtainable, or, even if obtainable, a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion; 

(3)

By the members. 

Section 4.

Advancement of Expenses.  Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections one (1) or two (2) may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Sub-section (b) of Section three (3) upon receipt of and undertaking by or on behalf of the trustee, director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation. 

Section 5.

Limitations.   The corporation shall make no provisions to indemnify trustees, directors, officers, employees or agents in any action, suit or proceeding referred to in Section one (1) or two (2) which shall be in conflict with the provisions of this Article.  Nothing contained in this Article shall effect any rights to indemnification to which persons other than trustees, directors and officers may be entitled by contract or otherwise by law.  The indemnification’s provided for in the Article continue as to a person who has ceased to be a trustee, director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. 

Section 6.

Insurance.   The board of trustees may, in the exercise of its discretion, from time to time authorize by resolutions duly adopted, purchase and maintain insurance on behalf of any person who is or was a trustee, director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a trustee, director, officer, employee or agent of a chapter, partnership, join venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the corporation would have power to indemnify him against such liability under Sections one (1) and two (2) of this Article. 

Section 7.

Application of this Article.   The provisions of this Article shall apply except to the extent they may be inconsistent with and prohibited by the Internal Revenue Code and the Regulations promulgated thereunder or any other applicable law or regulation. 

ARTICLE XII

Prohibition Against Sharing in Corporation Earnings

Section 1.

Prohibition.   No member, trustee, director, officer, or employee of or member of a committee of or person connected with the corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the board of trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporation assets upon the dissolution of the corporation. 

ARTICLE XIII

Investments

Section 1.

Investments.   The corporation shall have the right to retain all or any part of the securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the board of trustees, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided however, that no action shall be taken by or on behalf of the corporation which would jeopardize the corporation’s tax exemption under Section 501 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended or if such action is prohibited by Article XIV of these by-laws. 

ARTICLE XIV

Exempt Activities

Section 1.

Permitted Activities.   Notwithstanding any other provision of these by-laws, no member, trustee, director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) OF THE Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or as they may hereafter be amended. 

ARTICLE XV

Seal

Section 1.

Seal.   The board of trustees may provide a corporate seal which, if authorized, shall be in the form of two concentric circles and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Michigan." 

ARTICLE XVI

Amendments

Section 1.

Amendments.   These by-laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members if notice of the proposed amendment, alteration, change, addition or repeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the board of trustees if the amendment, alteration, change, addition or repeal be proposed and adopted at a regular or special meeting of the board, provided, that any such changes be communicated to the membership within 14 days, and further provided, any by-laws made by the affirmative vote of a majority of the board of trustees as provided herein may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members; also provided that no change of the date for the annual meeting of members shall be made within thirty (30) days before the day on which such meeting is to be held unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting. 

ARTICLE XVII

Dissolution

Section 1.

In the event of dissolution of the corporation all assets of this corporation, real and personal, shall be distributed in such manner as may be directed by the board of trustees, exclusively for charitable, religious, scientific, testing for public safety, literary or educational purposes and organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. 

 

 

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