Michigan Assessment Consortium
Meeting of the Incorporators
Minutes
A meeting of the incorporators of the Michigan Assessment Consortium, Inc. was held on May 23, 2012 at 1001 Centennial
Way, Lansing, MI.
Present: Kathryn Dewsbury-White, Edward Roeber, Kimberly Young
1.
Appointment of Directors. Motion by________________________, supported by ___________________ to
appoint the following individuals as directors of the corporation.
Judith Backes
Lisa Bannon
Denise Brady
James Gullen
Patricia McNeill
Terri Portice
Dodie Raycraft
Rita Reimbold
Ellen Vorenkemp
Motion to elect the named individuals approved unanimously.
2. Approval of MAC, Inc. Bylaws. Motion by __________________,supported by_____________to approve the Michigan
Assessment Consortium, Inc. Bylaws, as presented.
Motion to approve the MAC, Inc. Bylaws approved ______; not approved______; amended to
read_________________________________________________________________________________.
There being no other business, the meeting of the incorporators was adjourned.
Submitted by:
Edward Roeber, Incorporator
Michigan Assessment Consortium, Inc.
Meeting of the Directors
Minutes
The first meeting of the directors of the Michigan Assessment Consortium, Inc. was held on May 23, 2012 at 1001 Centennial
Way, Lansing, MI.
The directors present were:
1.). Restate the Articles of Incorporation to add volunteer immunity. Motion by ________________________, supported
by__________________to restate the Michigan Assessment Consortium Articles of Incorporation To add volunteer immunity
clause.
Motion to add the volunteer immunity clause approved ______; not approved______; amended to
read_________________________________________________________________________________.
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Sample Volunteer Immunity Clause – added to Articles of Incorporation, MAC, Inc.
Eliminate the personal liability of a volunteer director or volunteer officer to the corporation, its shareholders, or its members
for monetary damages for a breach of the director's or officer's fiduciary duty. The provision does not eliminate or limit the
liability of a director or officer for any of the following:
(i) A breach of the director's or officer's duty of loyalty to the corporation, its shareholders, or its members.
(ii) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.
(iii) A violation of section 551(1).
(iv) A transaction from which the director or officer derived an improper personal benefit.
(v) An act or omission occurring before the effective date of the provision granting limited liability.
(vi) An act or omission that is grossly negligent.
(d) For a tax exempt corporation under section 501(c)(3) of the internal revenue code, a provision that the corporation
assumes all liability to any person other than the corporation, its shareholders, or its members for all acts or omissions of a
volunteer director occurring on or after January 1, 1988 incurred in the good faith performance of the volunteer director's
duties.
(e) A provision that a nonprofit corporation assumes the liability for all acts or omissions of a volunteer director, volunteer
officer, or other volunteer occurring on or after the effective date of the provision granting limited liability if all of the
following are met:
(i) The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
(ii) The volunteer was acting in good faith.
(iii) The volunteer's conduct did not amount to gross negligence or willful and wanton misconduct.
(iv) The volunteer's conduct was not an intentional tort.
(v) 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.
2. Adoption of Mission/Vision/Beliefs. Motion by_____________________________, supported
by,_______________________ adopts the Resolution stating MAC, Inc.’s Mission, Vision and Beliefs.
Motion to adopt MAC, Inc. Mission/Vision Beliefs Resolution approved ______; not approved______; amended to
read_________________________________________________________________________________.
3.Election of Officers: Kathryn Dewsbury-White was nominated to serve as President by ________________, supported
by_________________. Kathryn Dewsbury-White was elected ______; Not elected ______.
Edward Roeber was nominated to serve as secretary by _______________________, supported
by______________________. Edward Roeber was elected______; Not elected______.
Kimberly Young was nominated to serve as treasurer by _________________________, supported
by____________________. Kimberly Young was elected ______; Not elected______.
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4.Identification of a Bank. Motion by _________________________, supported by______________to identify Flagstar Bank
as the financial institution where MAC, Inc. will open and maintain an account and authorizes the treasurer to do so.
Motion ______approved;______not approved; amended to read________________________________.
5.Transfer of funds. Motion by________________, supported by________________authorizes Kathryn Dewsbury-White and
Kimberly Young to facilitate a transfer of funds from Ingham Intermediate School District, account ________ to Flagstar Bank,
to be placed in the MAC, Inc. account.
Motion ______approved;______not approved; amended to read________________________________.
6.Invoice balance of MAISA grant. Motion by _____________________, supported by______________________, authorizes
Kimberly Young and Kathryn Dewsbury-White to invoice MAISA for the balance of the 2009/10 MAISA grant made to the
MAC – to be expended by 6/30/2012, and place in the MAC, Inc. account at Flagstar Bank. Motion
______approved;______not approved; amended to read________________________________________
7.Fiscal Year. Motion by____________________, supported by_________________ to fix the MAC, Inc. fiscal year as
beginning October 1, and ending September 30, of each calendar year. Motion ______approved;______not approved;
amended to read___________________________________.
8.Application for Recognition as a 501 (c) (3) Organization. Motion by _____________________, supported by
_______________, to apply for recognition as a 501 (c) (3) organization and to have Kathryn Dewsbury-White sign the
application on behalf of the organization. Motion ______approved;______not approved; amended to
read_______________________________________________________________________________.
9.Authorization to contract with Kathryn Dewsbury-White. Motion by______________________, supported
by____________________to contract with Kathryn Dewsbury-White as an independent contractor to perform and provide
various duties and services as the President, Chair and Chief Executive Officer of MAC, Inc. Motion
______approved;_______not approved; amended to read___________________________________.
10.Authorization to Apply for Grants/Enter into Contracts. Motion by_____________________, supported
by__________________, authorizes Kathryn Dewsbury-White, as President/Chair/CEO of MAC, Inc. to serve as the signatory
when MAC, Inc. applies for grants or enters into contracts. Motion ______approved; ______not approved; amended to
read________________________________________.
11.Authorization to Purchase Insurance for the Board. Motion by________________, supported by___________, authorizes
Kathryn Dewsbury-White, as President/Chair/CEO of MAC,Inc. to purchase errors and omissions insurance for the Board of
Directors of MAC, Inc. Motion ______approved; ______not approved; amended to
read____________________________________________________________.
12. Establish Annual Meeting. Motion by_______________, supported by_____________, establishes the 2012 Annual
Meeting as mo/day/year. Motion______approved; ______not approved; amended to
read_________________________________________________________________________________.
13.2012-13 Board Meeting Dates. Motion by_____________, supported by_________________, establishes the 2012-13
MAC, Inc. Board Meeting dates as:
____________________;______________________;______________________;_________________.
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14. Resolution to Establish Corporate Working Committees. Motion by_________________, supported
by__________________, to adopt the MAC, Inc. Resolution to Establish Corporate Working Committees: Knowledge &
Practice, Assessment Development and Professional Learning. (attached)
*Note– the table below represents current working committee membership – these would remain the same until Sept. 2012
Board Retreat.
Knowledge & Practice
Professional Learning
Assessment Development
Judith Baackes (chair)
Patricia McNeill
Edward Roeber
Kathryn Dewsbury-White
Vince Dean
Linda Forward
Terri Portice (chair)
Lisa Bannon
Dodie Raycraft
Kimberly Young
Ellen Vorenkemp
James Gullen (chair)
Rita Reimbold
Denise Brady
Ed Roeber
Resolution to Establish Corporate Working Committees was _____approved; not approved________; amended to
read____________________________________________________________________.
Knowledge & Practice
Professional Learning
Assessment Development
Judith Baackes (chair)
Patricia McNeill
Edward Roeber
Kathryn Dewsbury-White
Vince Dean
Linda Forward
Terri Portice (chair)
Lisa Bannon
Dodie Raycraft
Kimberly Young
Ellen Vorenkemp
James Gullen (chair)
Rita Reimbold
Denise Brady
Ed Roeber
15. Resolution to Establish MAC Board Standing Committees. Motion by__________________, supported
by_______________________to adopt The MAC, Inc. Resolution to Establish Board Standing Committees:
Audit/Compensation, Budget/Finance, Nominations and to name these Board of Directors to serve on those committees as
member(s) and chairpersons. (attached)
Audit/Compensation
(2 Board members, not officers)
Patricia McNeill (chair)
Dodie Raycraft
Budget/Finance (President,
Treasurer, at least one other Board
member)
Ellen Vorenkemp (chair)
Denise Brady
Kathryn Dewsbury-White
Kimberly Young
Nominations (at least 2 Board
members)
Lisa Bannon (chair)
Terri Portice
Dodie Raycraft
Ellen Vorenkemp
Kimberly Young
Resolution to Establish Standing MAC, INC Board Committees was ______approved;______not approved; amended to
read______________________________________________________________.
16.Conflict of Interest. Motion by____________________, supported by________________ to adopt the MAC, Inc Conflict
of Interest Policy. (attached)
Motion to adopt the MAC, Inc. Conflict of Interest Policy was ______approved; ______not approved; amended to
read______________________________________________________________________.
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