1.1 NAME. The name of the corporation is OPERATION ACTION U.P.
1.2 PLACES OF BUSINESS. The corporation shall have its principal place of business in Marquette, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.
1.3. PURPOSES. The purposes for which the corporation is organized are as follows:
1.4 NONPROFIT OPERATION. The corporation shall be operated exclusively for charitable, educational, or recreational purposes within the meaning of Section 501(c)(4) of the Code as a nonprofit corporation. No director of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any trustee, director, officer, or any private shareholder or individual.
2.1 MEMBERSHIP. The members of the corporation shall be corporate entities serving the communities of the Upper Peninsula of Michigan. The Board of Directors may, from time to time, adopt reasonable rules for the admission, retention, and expulsion of members. Such rules shall be consistent with the purposes of the corporation and the other provisions of these bylaws and with the articles of incorporation and shall be equally enforced as to all members.
2.2 VOTING. The Board of Directors of each member corporation shall designate one individual to exercise its right to vote on corporate matters at any annual or special meeting. Such designation and any change in designated person shall be reported to the Secretary of the corporation.
2.3 PLACE OF MEETINGS. Annual and special meetings of the members shall be held at such places as shall be determined by the Board of Directors or the Chairperson and stated in the notice of meeting.
2.4 ANNUAL MEETING. The annual meeting of the members of the corporation for election of directors and for such other business as may come before the meeting shall be held on such date and hour in the month of January as shall have been determined by the Board of Directors or the Chairperson, and stated in the notice of the meeting. If for any reason the annual meeting is not held in January of any year, any business which could have been conducted at an annual meeting may be conducted at any subsequent special or annual meeting or by consent resolution.
2.5 SPECIAL MEETINGS. Special meetings of the members of the corporation may be called by the Board of Directors, the Chairman, or the President and shall be called by the President or the Secretary at the written request of any two (2) members of the corporation. No business may be transacted at a special meeting except the business specified in the notice of the meeting.
2.6 NOTICE OF MEETINGS OF MEMBERS. Except as otherwise provided by statute, written notice of the time, place, and purposes of each meeting of the members of the corporation shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member, either personally or by mailing such notice to each member at the address designated by the member for such purpose and to the attention of the individual designated by the member. No notice need be given of an adjourned meeting of the members provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken. At an adjourned meeting only such business may be transacted as might have been transacted at the original meeting.
2.7 WAIVER OF NOTICE OF MEETINGS. Notice of any annual or special meeting of the members of the corporation may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of notice of the meeting.
2.8 ACTION WITHOUT A MEETING. Any action required or permitted to be taken at an annual or special meeting of the members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all members entitled to vote thereon. Said written consents shall be filed with the minutes of the proceeding of the members and shall have the same effect as a vote of the members for all purposes.
2.9 QUORUM. Not less than a majority of the members of the corporation then serving, present in person, or by proxy, shall constitute a quorum for the transaction of business at an annual or special meeting of the members. A meeting may be adjourned without a quorum of members being present.
3.1 BOARD OF DIRECTORS. The business and affairs of the corporation shall be managed by a Board of Directors which is the governing body of the corporation. The Board of Directors shall meet as often as necessary to conduct the business of the corporation, but at least annually.
3.2 NUMBER AND SELECTION OF DIRECTORS. The Board of Directors shall consist of no less than twelve (12) and not more than twenty-five (25) persons, as the Board of Directors shall from time to time determine. Directors shall be elected by the members at the annual meeting. Vacancies shall be filled in the manner specified in Section 3.4 below. Directors shall serve for one (1) year terms. Directors shall be eligible for re-election.
3.3 REMOVAL. Any director may be removed from office with or without cause at any annual or special meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the directors then in office.
3.4 VACANCIES. Vacancies occurring in the Board of Directors by reason of death, resignation, removal, or other inability to serve shall be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term.
3.5 ANNUAL MEETING. The annual meeting of the Board of Directors shall be held at such place, date, and hour as the Board of Directors may determine from time to time. At the annual meeting, the Board of Directors shall elect officers and consider such other business as may properly be brought before the meeting. If less than a quorum of the directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special, or annual meeting or by consent resolution.
3.6 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at such times and places as the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the President or by the Secretary and shall be called by the President or Secretary upon the written request of any two (2) directors.
3.7 NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS. Written notice of the time and place of all meetings of the Board shall be given to each director at least five (5) days before the date of the meeting, either personally or by mailing such notice to each director at the address designated by the director for such purposes, or if none is designated, at the director’s last known address. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. Notice of any meeting of the Board may be waived in writing before or after the meeting.
3.8 ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice, and without a vote, if all of the directors or committee members entitled to vote thereon consent in writing. Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.
3.9 QUORUM AND VOTING REQUIREMENTS. One-third of the directors then in office and one-third of any committee appointed by the Board (and consisting of more than 7 persons) constitute a quorum for the transaction of business. The vote of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws, or the articles of incorporation. A member of the Board or of a committee may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.
3.10 POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall have charge, control, and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(4) of the Code not inconsistent with these bylaws, the Articles of Incorporation, or the laws of the State of Michigan. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon of directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purposes.
3.11 COMPENSATION. Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Section 5.1, nor shall it prevent the Board of Directors from providing the reasonable compensation to a director for services which are beyond the scope of his or her duties as director or from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director.
3.12 EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS. The Board of Directors may in any instance designate on or more officers, agents, or employees to execute any contract, conveyance, mortgage, or other instrument on behalf of the corporation, and such authority may be general or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the President or any Vice President and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer may execute such instrument on behalf of the corporation.
4.1 OFFICERS. The officers shall be a President, a Secretary, and a Treasurer. There may also be one or more Vice Presidents and such assistant officers as the Board of Directors deems appropriate.
4.2 ELECTION AND TERM OF OFFICE. All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the Board of Directors at its annual meeting. No person may execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these bylaws to be executed, acknowledged, or verified by two (2) or more officers.
4.3 REMOVAL. Any officer may be removed with or without cause by the vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.
4.4 VACANCIES. In the event of the death, resignation, removal, or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.
4.5 PRESIDENT. The President shall be the chief executive officer of the corporation, and, as such, under the direction of the Board of Directors shall have power, on behalf of the Board of Directors, to perform all acts, execute and deliver all documents, and take all steps that the President may deem necessary or desirable in order to effectuate the actions and policies of the Board.
4.6 VICE PRESIDENTS. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Board of Directors or the President. When Vice Presidents have been elected, one or more such Vice Presidents shall be designated who shall perform the duties of the President in the President’s absence.
4.7 SECRETARY. The Secretary (or, in the Secretary’s absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the Board of Directors, shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the corporation (except as otherwise provided in these bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertaining to the office or as shall be determined from time to time by the Board of Directors.
4.8 TREASURER. The Treasurer (or, in the Treasurer’s absence or incapacity, an Assistant Treasurer) shall have charge of the funds of the corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the corporation; and shall render reports from time to time as requested by the Board of Directors of his or her activities and the financial condition of the corporation. All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.
5.1. ASSUMPTION OF LIABILITY. The Corporation assumes all liability to any persons other than the Corporation for all acts or omissions of a volunteer director, volunteer officer, or other volunteer occurring on or after January 1, 1988, to the extent permitted by law. The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify such person against such liability under the provisions of this Article V.
5.2 INDEMNIFICATION. The Corporation shall indemnify any director, officer, employee, nondirector volunteer, or agent of the corporation, who was or is serving at the request of the corporation, 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 or she is or was a director, officer, employee, nondirector volunteer or agent of the corporation to the extent permitted by law.
5.3 LIMITATION OF LIABILITY. The corporation may indemnify any director, officer, employee, nondirector volunteer, or agent of the corporation, who was or is serving at the request of the corporation, and who was or is a party, or is threatened to be made a party to an action by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. However, indemnification shall not be made for a claim, issue, or matter in which the person has been found liable to the corporation.
6.1 EXECUTIVE COMMITTEE. The Board of Directors shall establish an Executive Committee consisting of four (4) officers. In addition, the President and Vice President shall each appoint one person to serve on the Executive Committee, for a total of six persons. The Executive Committee shall have the full authority of the Board of Directors to act between meetings. However, the Executive Committee does not have the authority to enact any changes to membership dues. Any changes to membership dues would be proposals only, and subject to the vote of the Board of Directors.
6.2 OTHER COMMITTEES. The Board of Directors may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees.
6.3 AMENDMENTS. These bylaws may be amended at any meeting of the membership provided a notice setting forth the amendment or a summary of the changes to be effected thereby is given to each member entitled to vote thereon in the manner and within the time provided in these bylaws for notice of the meeting. No amendment inconsistent with the Articles of Incorporation shall be effective prior to the amendment of the Articles of Incorporation.
Developed by Northern Initiatives / Home Events Partners Resources Annual Meeting