Michigan Green Consortium
Bylaws
ARTICLE 1 - NAME, PURPOSE
Section 1: Name
The name of the organization shall be the Michigan Green Consortium.
Section 2: Purpose
This corporation is organized exclusively for charitable, scientific and educational
purposes more specifically to lessen the burden of government and foster the
general knowledge and application of sound sustainable and environmental
stewardship practices. To this end, the corporation shall at all times be operated
exclusively for charitable purposes within the meaning of Section 501(c) (3) of the
Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for
such purposes, the making of distributions to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now
enacted or hereafter amended. All funds, whether income or principal, and whether
acquired by gift or contribution or otherwise, shall be devoted to said purposes.
ARTICLE II - MEMBERSHIP
Section 1:
Application for voting membership shall be open to anyone that supports the
purpose statement in Article 1, Section 2, and continuing membership is contingent
upon being up-to-date on membership dues.
Section 2:
Membership shall be granted upon a majority vote of the Board of Directors
(hereafter referred to as the Board.). The Board shall have the right to deny, or
terminate, the membership of any organization.
Section 3:
Each voting member of the Michigan Green Consortium shall appoint one voting
representative to attend the annual meeting.
Section 4:
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The Board shall have the authority to establish and define nonvoting categories of
membership.
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ARTICLE III - MEETINGS OF MEMBERS
Section 1:
Annual Meeting. The date of the regular annual meeting shall be set by the Board
who shall also set the time and place.
Section 2:
Special Meetings. Special meetings may be called by the Chair of the Board. Chair of
individual committees, or a simple majority of the Board. A petition signed by ten
percent of the voting members may call a special meeting.
Section 3:
Notice. Notice of each meeting shall be given to each voting member, by email, not
less than ten days before the meeting.
ARTICLE IV – BOARD OF DIRECTORS
Section 1:
The Board of Directors shall exercise the power to administer the affairs of the
corporation. All powers of the corporation shall be vested in the Directors.
Specific duties shall include: establishing and monitoring the goals and
achievements of the corporation, establishing policy for the administration of
the duties of the corporate officers and/or employees, approving the annual
budget, ensure compliance with all regulatory and reporting requirements,
fiscal accountability, and the h i r i n g and supervision of the Executive Director
of the corporation.
Section 2:
The Board shall have the power to purchase, lease, and pledge or sell all personal
or real property of the corporation, and shall further have the power to enter
into contracts and agreements on behalf of the corporation as it may deem
necessary or convenient to accomplish the goals and affairs of the
corporation. The Board may, in its judgment, delegate such powers to enter
into contracts to the Executive Director. The Board may authorize officers or
managers of the corporation to open bank accounts, execute checks and drafts
on the corporation accounts.
Section 3:
Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 4:
Board Elections. Up to ten (half the Board’s maximum size) at the end of the initial
Board’s term Board members shall be elected by the membership.
Section 5:
Board Role, Size, Composition. The Board is responsible for overall policy and
direction of the Consortium, and may delegate responsibility for day-to-day
operations to the Consortium's Executive Director. The Board shall have up to
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twenty, and no fewer than five, members. The initial Board will consist of founding
members recruited to serve on the initial Board and organize the Consortium. The
Board receives no compensation other than reasonable expenses.
Section 6:
Terms. All Board members shall serve two-year terms, but are eligible for reelection. However, no Board member shall serve more than four two-year terms.
Section 7:
Quorum. A quorum must be attended by a majority of the Board members before
business can be transacted or motions made or passed.
Section 8:
Notice. An official Board meeting requires that each Board member have written
notice (either using first-class mail or email) two weeks in advance. This notice
requirement shall be waived when a meeting is scheduled for two weeks or less from
the last Board meeting. In these cases the meeting scheduled shall be announced at
the last Board meeting and only those Board members who were not present for that
announcement need to be notified. In these cases notification shall be given with 24
hours of the last Board meeting to those not present for the announcement.
Section 9:
Officers and Duties. There shall be four officers of the Board consisting of a Chair, a
Co-Chair, Secretary, and Treasurer. The officers shall be elected by the Board at the
first Board meeting after the at-large members are seated. Their duties are as
follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange
for other officers to preside at each meeting in the following order: Co-Chair,
Secretary, and Treasurer.
The Vice-Chair will act as Chair in the absence of the (first) Chair, and chair
committees on special subjects as designated by the Board.
The Secretary shall be responsible for keeping records of Board actions, including
overseeing the taking of minutes at all Board meetings, sending out meeting
announcements, distributing copies of minutes and the agenda to each Board
member, and assuring that corporate records are maintained.
The Treasurer shall prepare a report for each Board meeting. Treasurer shall chair
the finance committee, assist in the preparation of the budget, help develop
fundraising plans, and make financial information available to Board members and
the public.
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Section 10:
Vacancies. When a vacancy on the Board exists, nominations for new members may
be received from present Board members and member organizations by the
Secretary two weeks in advance of a Board meeting. These nominations shall be sent
out to Board members with the regular Board meeting announcement, to be voted
upon at the next Board meeting. All vacancies will be filled only to the end of the
particular Board member's term.
Section 11:
Resignation, Termination and Absences. Resignation from the Board must be in
writing and received by the Secretary. The representative Board members must
represent a voting member organization. If a member organization notifies the Board
that their representative who serves on the Board no longer represents the member
organization, the person may still be eligible to serve out their term as a Board
member. A Board member shall be dropped for excess absences from the Board if he
or she has three unexcused absences from Board meetings in a year. A Board
member may be removed for other reasons by a three-fourths vote of the Board
members.
Section 12:
Special Meetings. Special meetings of the Board shall be called upon the request of
the Chair, or one-third of the Board. Notices of special meetings shall be sent out by
the Secretary to each Board member two weeks in advance unless the date of the
special meeting does not allow for a two week notice. In this case every reasonable
effort must be used to notify all Board members with as much lead-time as possible,
and with the intention that all Board members will be present at the special meeting.
By majority vote, a meeting may be adjourned to some other time or place,
excepting the annual meeting which must be conducted within the time frame
set forth above.
Section 13:
The Board may set dues schedules for memberships.
ARTICLE V - COMMITTEES
Section 1:
The Board may create committees as needed. There shall be four standing
committees - Steering, Membership, Outreach, and Finance Committees. The Board
Chair appoints all committee chairs.
Section 2:
The Chairs of all sub-committees shall serve as ex-officio members of the board.
Section 3:
Finance Committee. The Treasurer is chair of the Finance Committee, which includes
three other Board members. The Finance Committee is responsible for developing
and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and
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other Board members. The Board must approve the budget, and all expenditures
must be within the budget. Any major change in the budget must be approved by the
Board. The fiscal year shall be the calendar year. Quarterly reports are required to be
submitted to the Board showing income, expenditures and pending income. The
financial records of the Consortium are public information and shall be made
available to the membership, Board members and the public.
Section 4:
Membership Committee and Hiring Policy. The Membership committee shall be
responsible for communications to the entire membership and developing policies
and procedures for membership drives. The Board as a whole is responsible for hiring
the Executive Director. The Executive Director, subject to board approval, is
responsible for hiring and supervising other staff. The Membership Committee shall
operate as a grievance committee, and is responsible for developing a personnel
policy.
Section 5:
Outreach Committee. The Outreach Committee is the marketing and public relations
arm of the MGC. The Outreach Committee shall be responsible for outreach of
information into the communities served by the MGC. The Outreach Committee shall
develop programs and materials designed to inform the public of green initiatives
and developments throughout the communities served, and develop educational
services when applicable.
Section 6:
Benchmark Committee. The Benchmark Committee will be responsible for
establishing quantifiable benchmarks that can be used by the MGC to measure the
level of ecologically friendly practices of any member organizations or entities for the
purpose of rating the level of “green,” and awarding them a certificate of merit (or
other award or recognition) based on these benchmarks.
Section 7:
Development Committee. A Development Committee shall be appointed by the
Board to represent diverse aspects of the green community. The Development
Committee shall have three Board members, with the Executive Director as an exofficio committee member. Committee members shall serve one year terms. The
Development Committee shall be responsible for identifying nominees for Board
elections, and planning for Board member training and leadership development.
Section 8:
Election Procedures. The Development Committee shall be responsible for
nominating a slate of member representatives at least equal in number to the
elected member representatives to be chosen each year, seeking to preserve the
diversity and balance necessary to enable the Michigan Green Consortium to provide
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policy guidance on the broad spectrum of green issues. Nominees selected by the
Development Committee must be member representatives of member organizations
of the Michigan Green Consortium. All members will be eligible to vote for each
Board member candidate. In addition to the slate of nominees presented by the
Development Committee, any member representative may become a nominee by
obtaining the signature of five percent of the Michigan Green Consortium who move
his or her nomination. The election will be held by mail in accordance with the
election procedures established by the Board. Each organization eligible to vote shall
receive one ballot, and shall have a number of votes equal to the number of openings
to be filled on the ballot. The nominees receiving the largest number of votes on
ballot in the annual election shall be elected to those full term vacancies which exist.
ARTICLE VI - DIRECTOR AND STAFF
Section 1:
Appointment: The Board of Directors may hire an Executive Director as operating
officer of Michigan Green Consortium. Such Executive Director shall be an at-will
employee and shall serve at the pleasure and direction of the Board and shall serve
as an ex-officio member of all committees. With prior consent of budget authority
and position descriptions by the Board of Directors, the Executive Director may hire
other staff.
Section 2:
Duties: It shall be the duty of the Executive Director to carry out the policies and
program of the Michigan Green Consortium and to hire other members of the staff in
positions as authorized by the Board, to assign their duties, to direct and supervise
their work and to perform such other duties as may be directed by the Board.
ARTICLE VII- DISSOLUTION
Section 1:
At the time of dissolution of the corporation, the Board of Directors shall, after
paying or making provisions for the payment of all debts, obligations, liabilities, costs
and expenses of the corporation, dispose of all of the assets of the corporation. In no
case shall a disposition be made which would not qualify as a charitable contribution
under Section 170(c)(1) or (2) of the Internal Revenue Code of 1986, as now enacted
or hereafter amended, in such manner as the Board of Directors shall determine.
ARTICLE VIII – LIABILITY
Section 1:
No member of the Board of Directors of the Corporation who is a volunteer director,
as that term is defined in the Act, and no volunteer officer, shall be personally liable
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to the Corporation or to its shareholders or members, if any, for monetary damages
for a breach of the director’s or officer's fiduciary duty; provided, however, that this
provision shall not eliminate or limit the liability of a director or officer for any of the
following:
a. A breach of the director’s or officer's duty of loyalty to the corporation or to its
shareholders or members, if any;
b. Acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law;
c. A violation of Section 551(1) of the Act;
d. A transaction from which the director or officer derived an improper personal
benefit;
e. An act or omission of a director who is a volunteer director or an act or omission of
a volunteer officer occurring before filing these Articles; or
f.
Section 2:
An act or omission that is grossly negligent.
Furthermore, the Corporation hereby assumes all liability to any person other than
the Corporation or its shareholders or members, if any, for all acts or omissions of a
director who is a volunteer director (as defined in the Act) incurred in the good faith
performance of the director’s duties as such; provided, however, that the
Corporation shall not be considered to have assumed any liability to the extent such
assumption is inconsistent with the status of the Corporation as an organization
described in Section 501(c)(3) of the Code, or results in the imposition of tax under
Section 4958 of the Code.
Section 3:
The Corporation hereby assumes the liability for all acts or omissions of a volunteer if
all of the following are met:
a. The volunteer was acting or reasonably believed he or she was acting within the
scope of his or her authority.
b. The volunteer was acting in good faith.
c. The volunteer’s conduct did not amount to gross negligence or willful and wanton
misconduct.
d. The volunteer’s conduct was not an intentional tort.
e. The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or
use of a motor vehicle for which tort liability may be imposed as provided in Section
3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being
Section 500.3135 of the Michigan Compiled Laws.
Provided, however, that the Corporation shall not be considered to have assumed
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any liability of a volunteer to the extent such assumption is inconsistent with the
status of the Corporation as an organization described in Section 501(c)(3) of the
Code, or results in the imposition of tax under Section 4958 of the Code.
ARTICLE IX- AMENDMENTS
Section 1:
These Bylaws may be amended when necessary by a two-thirds majority of the
Board. Proposed amendments must be submitted to the Secretary to be sent out
with regular Board announcements.
Fiscal Year
The fiscal year of this corporation shall be from January 1 until December 31 of the same year.
Corporate Seal
The corporation shall not adopt a corporate seal.
Approved and adopted the _______ day of ______________________ 2012.
Michigan Green Consortium
By its Board of Directors:
__________________________________________________
Ella Cooper-Froehlich, Chair
__________________________________________________
Mike Hasman, Vice-Chair
_________________________________________________
Theresa Garret, Treasurer
_________________________________________________
Stephan Adcock, Secretary
________________________________________________
William Policastro, Board Member
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