MIDLAND COUNTY SEARCH AND RESCUE
NAME AND OFFICES
ARTICLE I.1. Name. The name of this corporation shall be Midland County Search and Rescue (the “Corporation”). The Corporation may conduct business under its assumed name of MCSAR or any other assumed name approved by the Board of Directors.
ARTICLE I.2. Office. The principal office of the Corporation shall be at such place within the state of Michigan as the Board of Directors may determine from time to time. The Corporation may establish such other offices either within or without the state of Michigan as the Board of Directors may from time to time determine or as the business of the Corporation may require.
PURPOSES, ORGANIZATION AND DUES AND ASSESSMENTS
ARTICLE II.1. Purposes. The purposes of the Corporation are spelled out in Article II of the Articles of Incorporation of the Corporation.
ARTICLE II.2. Organization: The Corporation is organized on a nonprofit, directorship basis under the Michigan Nonprofit Corporations Act, and shall consist of the following:
(1) Probationary members who may not hold office and who do not have any voting rights.
(2) Associate members who may not hold office and who do not have any voting rights.
(3) Members who may hold office and who do have voting rights.
ARTICLE II.3. All decisions affecting membership shall be made on the basis of qualification, performance and/or other pertinent factors, and without discrimination against any person on the basis of race, color, sex, age, religion, national origin, disability, marital status, sexual orientation, gender identity or expression, veteran’s status or any other legally protected status.
ARTICLE II.4. Dues and Contributions. The Board of Directors shall manage the business and financial affairs of the Corporation, including the setting and collection of membership dues. In order to cover operational costs, members may be required to pay dues. All other forms of membership are excluded. The amount of such dues shall be set by the Board of Directors and shall be established and reviewed annually.
ARTICLE III.1. Types of Membership. Membership in the Corporation shall include probationary members, associate members and members. Probationary members and associate members may not hold office and do not possess any voting rights. Members may hold office and do possess voting rights.
(a) Establishment of Membership.
(i) To become a probationary member, an applicant must complete an application form, pass a police background check and agree to conform to the Corporation’s Articles of Incorporation, Bylaws and any other rules or requirements as set forth by the Board of Directors from time to time. The applicant must be accepted by the Corporation’s Board of Directors, which shall have the sole authority to accept or reject any applicant.
(ii) To become an associate member, an applicant must complete an application form, pass a police background check and agree to conform to the Corporation’s Articles of Incorporation, Bylaws and any other rules or requirements as set forth by the Board of Directors from time to time. The applicant must be accepted by the Corporation’s Board of Directors, which shall have the sole authority to accept or reject any applicant.
(iii) To become a member, the applicant must be either a probationary member or an associate member, complete field support training requirements and have attended at least three-fourths of all of the Corporation’s training exercises while a probationary member or an associate member. The applicant must be accepted by the Corporation’s Board of Directors, which shall have the sole authority
to accept or reject any applicant.
(iv) All probationary members, associate members and members must maintain clear status with law enforcement agencies and are encouraged to attend seminars, workshops and training sessions with knowledgeable and experienced personnel.
(b) Termination of Membership. Membership as a member, associate member or probationary member and all rights associated with membership may terminate, at the Board of Directors sole discretion and judgment, on occurrence of any of the following:
(i) the voluntary resignation of the member, associate member or probationary member;
(ii) the failure to meet and maintain the qualifications for membership;
(iii) the death of the member, associate member or probationary member;
(iv) the dissolution, liquidation or winding up of the Corporation; or
(v) the occurrence of any other event that the Board of Directors may determine from time to time would be grounds for termination.
(c) Meetings of Members. An annual meeting of the members shall be held once each year at a time and place established by the Board of Directors. Newly elected and appointed Directors shall begin serving their terms of office immediately following the annual meeting. A special meeting of the members shall be called at any time by a majority of the Board of Directors or by a petition of 25% of the members. At least 30 days prior to the holding of the annual meeting or any special meeting of the members, written notice of the date, time, place, and purpose of the meeting shall be mailed or electronically mailed to each member of the Corporation.
(d) Quorum and Voting. A majority of the members shall constitute a quorum for the transaction of business. Members shall each have one vote on such matters as are placed before the membership by the Board of Directors or as required by law. Matters brought before the membership at any annual or special meeting of the members shall be resolved by a simple majority vote of the members present, except as otherwise provided by
BOARD OF DIRECTORS
ARTICLE IV.1. General Authority. The Corporation shall be governed by a Board of Directors (designated individually as a “Director” and collectively as the “Board of Directors”), which may exercise all powers of the Corporation. The Board of Directors will manage it’s business following Robert’s Rules of Order.
ARTICLE IV.2. Number of Directors. The Directors of the Corporation shall consist of not less than five (5) and not more than nine (9) members. In the instance that only five (5) members are elected to the Board, the functional roles of one or more of the members may be combined. The number of Directors shall be fixed from time to time by a majority vote of the Board of Directors (except that the number of Directors constituting the initial Board of Directors shall be 9). Each of the 9 members initially serving as Directors upon the formation of the Corporation (the “Founding Directors” and each a “Founding Director”) shall serve as Directors until the earlier of the resignation of the Founding Director or the removal of the Founding Director from office by the Board of Directors.
ARTICLE IV.3. Term and Election of Directors. Directors, other than the Founding Directors, shall serve for a term of two years from the date they take office, except when filling a vacancy for an unexpired term. . The Directors shall be elected every two years by a majority vote of the members of the Board. Upon the resignation or removal of a Founding Director, a new Director will be appointed by the affirmative vote of a majority of the remaining Directors.
ARTICLE IV.4. Removal from Office. Any Director, including a Founding Director, may be removed from the Board of Directors with cause by a majority vote of the remaining Directors.
ARTICLE IV.5. Vacancies. Any vacancy of a Director shall be filled for the unexpired term by a majority vote of the remaining Directors.
ARTICLE IV.6. Functional Roles. The following functional roles shall be assumed by the Board of Directors:
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ARTICLE IV.7. Committees. The Board of Directors may by resolution designate or appoint one or more committees which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation.
ARTICLE IV.8. Meetings of the Board of Directors. Meetings of the Board of Directors, regular or special, may be held within or without the state of Michigan upon notice to each Director in accordance with Article VII. Regular meetings shall be held at least once each year or more often as established from time to time by resolution of the Board of Directors or as required by the business of the Corporation. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors at any time and shall be called by the Chairperson of the Board of Directors upon the written request of a majority of the Directors then in office.
ARTICLE IV.9. Quorum and Voting. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where the act of a greater number is required by these Bylaws, the Corporation’s Articles of Incorporation or provisions of statute. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
ARTICLE IV.10. Majority. In the event that the Board of Directors or any committee thereof or its members present at any meeting consists of an even number of persons, a majority means one-half the number of such persons plus one.
ARTICLE IV.11. Written Consent of the Board of Directors. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes of the Board of Directors.
ARTICLE IV.12. Compensation of Directors. The Directors of the Corporation shall serve in their capacity as Directors without compensation but may be reimbursed for reasonable expenses, if any, incurred in carrying out the purposes of the Corporation, provided that such reimbursement in no way adversely affects the Corporation’s qualification under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “IRC”) (or the corresponding provision of any subsequent tax law.)
ARTICLE V.1. Vacancies. An officer may resign at any time by providing written notice to the Corporation. An officer may be removed with or without cause by vote of a majority of the Board of Directors. A vacancy of any office for any reason may be filled by a majority vote of the Board of Directors.
ARTICLE V.2. President. The President shall be the chief executive officer of the Corporation and shall preside over all meetings of the Board of Directors.
ARTICLE V.3. Vice-President. The Vice-President shall assist the President and shall perform the duties of the President during the President’s absence or disability. The Vice-President shall manage the public relations of the Corporation.
ARTICLE V.4. Secretary. The Secretary shall attend and keep the minutes of all meetings of the Board of Directors. The Secretary shall also be responsible for authenticating the records of the Corporation. He or she shall give, or cause to be given, such notice of all meetings of the Board of Directors as may be required by these Bylaws, and shall perform such other duties as shall be assigned to him or her from time to time by the Board of Directors or by the President.
ARTICLE V.5. Treasurer. The Treasurer shall be the chief financial officer of the Corporation. He or she shall have custody of all corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated form time to time by the Board of Directors. He or she shall disburse the funds of the Corporation in accordance with the directions of the Board of Directors and, when the Board of Directors so requires, he or she shall provide an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.
ARTICLE VI.1. Indemnification by the Corporation. To the fullest extent permitted by law, every person who is or was a Director or officer of the Corporation shall have a right to be indemnified by the Corporation against all reasonable expenses incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which he or she may become involved as a party or otherwise by reason of being or having been a Director or officer of the Corporation, provided, however, that said claim, action, suit or proceedings shall be prosecuted to a final determination and he or she shall be vindicated on the merits or, in the absence of such final determination vindicating him or her on the merits, as the Board of Directors shall determine, that his or her conduct did not constitute negligence or misconduct in the performance of a duty and that he or she fully cooperated with the Corporation in the defense or disposition of any said claim, action, suit or proceeding, such determination to be made by the Board of Directors.
ARTICLE VI.2. Reasonable Expenses. For purposes of Article VI.1 hereof, “reasonable expenses” be deemed to include, but not be limited to, reasonable counsel fees and disbursements, judgments, fines, penalties and reasonable amounts paid in settlement; and “claim, action, suit or proceeding” shall be deemed to include every claim, action, suit or proceeding, whether civil or criminal, derivative or otherwise, administrative, judicial or legislative, at the trial level or on review, and shall include any reasonable apprehension or threat of such claim, action, suit or proceeding. A settlement plea of nolo contendere, consent judgment, adverse civil judgment or conviction shall not itself create a presumption that the conduct of the person seeking indemnification constituted negligence or misconduct in the performance of a duty, but the Board of Directors shall be bound by a civil judgment or conviction adjudging the person liable for or guilty of such negligence or misconduct.
ARTICLE VI.3. Continuing Right of Indemnification. The right of indemnification shall extend to any person otherwise entitled to it under this Article whether or not that person continues to be a Director or officer of the Corporation at the time such liability or expense is incurred. The right of indemnification shall extend to the legal representatives and heirs of any person otherwise entitled to indemnification. If a person meets the requirements of this Article with respect to some matters in a claim, action, suit or proceeding, but not with respect to others, such person shall be entitled to indemnification as to the former. Advances against liability and expenses may be made by the Corporation on terms fixed by the Board of Directors subject to an obligation to repay if indemnification proves unwarranted.
ARTICLE VI.4. Liability to the Corporation. No Director shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director, except
(a) for any breach of the Director’s duty of loyalty to the Corporation, (b) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law or (c) for any transaction from which the Director derived an improper personal benefit.
ARTICLE VI.5. Good Faith. To the fullest extent permitted by law, the Directors, officers,employees and agents of the Corporation shall in the performance of their duties be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers or committees selected and supervised with reasonable care, by an independent certified public accountant, by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation.
ARTICLE VI.6. Indemnification Insurance. Without limiting the generality of the foregoing and to the fullest extent permitted by the laws of the state of Michigan, the Corporation may (but is not required to) purchase and maintain insurance against all or a portion of any liabilities and expenses, if any, resulting from the indemnification of any of the foregoing persons pursuant to this Article VI.
ARTICLE VI.7. Non-exclusivity. This Article VI shall not exclude any other rights of indemnification or other rights to which any Director, officer, employee or agent may be entitled by contract, by vote of the Board of Directors or as a matter of law. If any clause, provision or application of this Article shall be determined to be invalid, the other clauses, provisions or applications shall not be affected by such determination and shall remain in full force and effect. The provisions of this Article VI shall be applicable to claims, actions, suits, or proceedings made or commenced after its adoption, whether arising from act or omissions occurring before or after its adoption.
ARTICLE VII.1. Notices. Whenever the Articles of Incorporation, Bylaws, Board of Directors resolutions or provisions of statute require that notice of a meeting be given, such notice shall state the place, date and time of the meeting, and may be served on each Director by mail addressed to the person to be notified at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, at least five (5) days prior to such meeting. Such notice shall be deemed to have been given at the time when the same shall have been deposited in the United States mail. Notice may also be given by personal delivery, telephone, telefax, facsimile, overnight delivery service, telegram or other form of transmission, generally available to the public and reasonably designed to timely convey such information, at least three (3) days prior to such meeting. Such notice shall be deemed to have been given when sent.
ARTICLE VII.2. Waiver of Notice. Whenever any notice is required to be given under the Articles of Incorporation, the Bylaws, Board of Directors resolutions or provisions of statute, a waiver of notice in writing that is signed by the person(s) entitled to such notice before or after the time of the event for which notice is required shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors or members of a committee of Directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.
ARTICLE VIII.1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise determined by the Board of Directors.
ARTICLE VIII.2. Contracts, Checks, Notes, Etc. All contracts and agreements authorized by the Board of Directors and all notes, drafts, checks, acceptances, orders for the payment of money and negotiable instruments obligating the Corporation for the payment of money shall be by at least one officer of the Corporation or by such other number of officers or employees as the Board of Directors may from time to time direct.
ARTICLE VIII.3. Deposits. All funds of the Corporation not otherwise employed shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors or, if authorized by the Board of Directors to do so, the President or Treasurer may direct. For the purpose of making such deposits, any checks, drafts and other orders for the payment of money that are payable to the Corporation may be endorsed, assigned and delivered by any officer of the Corporation or in such manner as may from time to time be determined by resolution of the Board of Directors.
ARTICLE VIII.4. Compensation. The Board of Directors shall determine the compensation of counsel, officers, employees and agents of the Corporation. No compensation or reimbursement of expenses will be made that in any way would adversely affect the Corporation’s qualification under Section 501(c)(3) of the IRC (or the corresponding provision of any subsequent tax law).
ARTICLE VIII.5. Loans. No loans shall be contracted for or on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be general or may be confined to specific instances. No loans shall be made by the Corporation to its Directors or officers.
ARTICLE VIII.6. Amendments. The Articles of Incorporation and the Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the members of the Board of Directors.
ARTICLE IX.1.Exempt Activities. In all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution or winding up of the Corporation, whether voluntary or involuntary or by operation of law, (a) the Corporation shall not have or exercise any power or authority either expressly or by interpretation or operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in section 501(c)(3) of the IRC (or the corresponding provision of any subsequent tax law), (b) no substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including by publishing or distributing statements), any political campaign on behalf of or in opposition to any candidate for public office, and (c) neither the whole, nor any part or portion, of the assets or net earnings of the Corporation shall be used, nor shall the Corporation ever be organized or operated, for objects or purposes other than those set out in the Articles of Incorporation.
IN WITNESS WHEREOF, we, the incorporators of Midland County SEARCH AND RESCUE, in accordance with Section 450.2231 of the Michigan Nonprofit Corporations Act, Act 162, Public Acts of 1982, adopt the foregoing Bylaws as of this ___ day of ___________, 2010.