Down Syndrome Guild of Southeast Michigan
ARTICLE I Name, offices, records, seal, and territory
Section 1 Name. As stated in the Articles of Incorporation, the Corporation is known as the Down Syndrome Guild of Southeast Michigan (formerly Parents of Children with Down Syndrome) hereinafter in these bylaws called the "Corporation" or "Guild".
Section 2 Principle Office. The principle office and location of the Corporation shall be at such place in lower southeast Michigan as may be designated from time to time by the Board of Directors. The principle offices, supplies, equipment, and records shall be maintained by the officers of the Corporation.
Section 3 Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and each committee having any of the authority of the Board of Directors. The Corporation shall keep at its principle office a record of the name, address, and phone number of each Board Member.
Section 4 Seal. The Board of Directors may adopt and may alter at pleasure a corporate seal which shall have inscribed thereon the name of the Corporation and the words "Corporate Seal - Michigan". The Seal may be used by causing it, or facsimile thereof, to be impressed or affixed or to be in any other manner reproduced. To also include production and use of official logo of the Corporation.
Section 5 Territory. The territory in which the Guild operates is in southeast Michigan which includes but is not limited to serve in the counties of Oakland, Macomb, Wayne, Livingston, Washtenaw, Lenawee, and Monroe.
Article II Purposes, Mission and community support
Section 1 Purposes. The purpose of this Corporation shall be for those not- for-profit purposes stated in the Articles of Incorporation, as may be amended. The Board of Directors may adopt mission and goal statements that are consistent with the purpose stated in the Articles of Incorporation and may amend these statements as deemed necessary. These bylaws are adopted in furtherance of the governance of the Corporation as set forth in its articles and in accordance the the duties, responsibilities and authorities prescribed by laws in the State of Michigan.
Section 2 Mission. The mission statement of the Corporation is as follows:
The mission of our 501(c)(3) is to provide support, resources and advocacy with the aim of increasing awareness and opportunities for individuals with Down syndrome, their families, and caregivers.
Section 3 Community Support. The Guild recognizes the importance of other community-based organizations in the same region as the Guild operates in fulfilling in whole or in part the mission of the Guild. The Board of Directors will consult and support these organizations working with them to satisfy the mission when deemed necessary.
Article III Members of the Corporation
Section 1 Members of the Corporation. The Members of the Corporation shall be the persons who are from time to time the Members of the Board of Directors ("Directors") of the Corporation and such additional persons who subscribe for annual membership in the corporation according to such procedure established by the Board of Directors.
Article IV Board of Directors
Section 1 General. The Corporation shall have a Board of Directors to supervise and maintain the affairs of the Corporation of not more that fifteen (15) members and not less than five (5) members. The officers of the Corporation selected by the Membership shall constitute the Board of Directors. The number of directors may be increased or decreased from time to time by majority Board Member vote and with written advisement and notice to the Membership.
A. Election. Each Board Member may be nominated by an Guild Member in good standing as of May 1st of the current year, including its current Board of Directors and officers. Nominations must be submitted to the Nominating Committee or Executive Director prior to the September Board Meeting. The nominees are then voted on by secret ballot at the Annual Meeting or electronic/online ballot prior to the Annual Meeting of the Corporation's Membership. Vote may be by majority current Board of Directors as representation of the informed Membership.
B. Term. Four (4) Officers (President, VP, Treasurer, and Secretary) will serve a term of one (1) year and may serve up to two (2) additional, consecutive one (1) year terms for a maximum of three (3) years in any one position.
Eight (8) Directors will serve a term of two (2) years and may serve up to two (2) additional consecutive two (2) year terms with a maximum of six (6) consecutive years in any one position.
Three (3) Board Members will serve one (1) year terms with one (1) consecutive one year term with a maximum of two (2) years.
After a Board Member serves the maximum allowed terms, they must exit the Board of Directors for one (1) year but may serve in any committee position. Any Board Member whose term is about to expire may be elected by the Board of Directors to succeed himself. Terms shall be defined with the fiscal year of the Corporation.
C. Vacancies. Vacancies among the Board Members resulting from resignation, removal, incapacity, death, disqualification or the failure of an elected Board Member to accept the office of Board Member may be filled by a majority vote of the remaining Board Members at any meeting. A Board Member elected to fill a vacancy shall meet any qualifications set forth by these bylaws and shall serve the unexpired term of their predecessor and until their successor has been duly elected and has commenced their term of office.
D. Compensation. No Board Member shall receive compensation from the Corporation for any service they may render to it as a Board Member. However, a Board Member may be reimbursed for their actual expenses reasonably incurred by attending any meetings/conferences/seminars in service to the Corporation in the administration of its affairs and in furtherance of the Guild mission.
E. Removal. A Board Member may be removed by a majority vote of the general Membership or by the majority vote of the Board of Directors as representative of the Membership at any time with or without cause but with the best interests of the Corporation. A meeting to remove the Board Member must have a quorum and the vote shall be by secret ballot. A motion to remove a Board Member must be made with two (2) weeks prior notice to Members of a special meeting called for this purpose or prior to the next regularly scheduled meeting.
F. Conflict of Interest. The Corporation's Conflict of Interest Statement is contained and detailed in these bylaws.
Down Syndrome Guild of Southeast Michigan
Conflict of Interest Statement
I understand that all members of the Board of Directors and the officers of the Down Syndrome Guild of Southeast Michigan are subject to the Conflict of Interest Statement (the Statement) as detailed in these bylaws of the Corporation and attached hereto as Exhibit A.
I hereby acknowledge that I have received a copy of the Statement which I have read and understand. I agree to comply with the Statement. I understand that the Corporation is a not-for-profit organization and that in order to maintain is federal tax exemption that it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
I have disclosed all private and financial interests as those terms are defined in the attached Statement's Schedule 1. I hereby confirm that the disclosures made on Schedule 1 are complete and accurate as of the date hereof.
Date this _____ day of __________________, 20___
Printed Name ________________________________
Down Syndrome Guild of Southeast Michigan
conflict of interest statement
Due to the nature of the Corporation's position of public trust, it is necessary that any potential conflict of interest be avoided.
In the event that the Corporation may have business involvement with a company in which a Board Member has a vested interest, the following procedure will be followed:
In making its final decision, the Board of Directors will act in the best interests of the Corporation and those who we serve.
Down Syndrome Guild of Southeast Michigan
conflict of interest statement
This disclosure identifies the following private and financial interests:
If you have any doubt as to whether or not a certain relationship constitutes a conflict of interest, please disclose it below. (Additional sheets may be attached.) All information disclosed by you will be held in strict confidence by the Corporation. If the information requested does not apply to you, please indicate so by writing "none". Any questions concerning a potential or actual conflict of interest may be directed to the President of the Board of Directors of the Corporation.
Name of Company or Enterprise: ___________________________________________________________
Printed Name: _______________________________________________
Section 2 Board Duties and Directives. The Board of Directors shall govern, manage, and control the affairs, policies, activities, property, and business of the Corporation including the authorities, duties, and responsibilities as may be provided by these bylaws and as provided for the Board of Directors of a non- profit by Michigan law.
A. Political Directive. The Board of Directors shall maintain that no substantial part of the activities of the Corporation shall be carrying on of/or distribution of propaganda, or otherwise attempting to influence legislation. Legislative issues directly affecting/supporting the Guild's mission shall be brought forth in print and/or presented during a meeting with Guild Membership for educational purposes. The Corporation shall not participate in nor intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.
B. Assets and Earnings Directive. No part of the net earnings or other assets of the Corporation shall inure to the benefit of any officer, Board Member, contributor, or other private individual having directly or indirectly a personal or private interest in the activities of the corporation.
C. Committees. All Board Members must serve on one (1) but no more than two (2) committees. The Board Members may at any time establish such committees as may become necessary to effect the discharge of its responsibilities. All Committee Members, including non-Board Members and Chairpersons, except as otherwise specified in these bylaws, shall be appointed for a term of one (1) year by the Chairperson/President of the Board of Directors. Each committee shall keep adequate records of its actions and deliberations and shall transmit reports periodically to the Board of Directors.
1. Committee Composition. Each committee must include at least one current Corporation Board of Director. There are no limits on the number of Committee Members. Committees may include members and/or non-members whose expertise and interests would benefit the function of the committee and the Guild. Committees are not limited to the following:
a. Finance Committee. The Finance Committee will provide regular support and oversight of the accounting and auditing. Will review monthly financial statements. Will provide oversight and annual review of the budget.
b. Governance Committee. The Governance Committee annually reviews policies and bylaws and brings change recommendations to the Board of Directors. It also overseas new Board Member orientation and conducts exit interviews for departing Board Members.
c. Development Committee. The Development Committee oversees and assists with the organization's fundraising efforts.
d. Nominating Committee. The Nominating Committee annually reviews the Board of Directors' structure; keeps track of Board Member term status; and, proposes Board of Directors candidates.
e. Advisory Committee. The Advisory Committee ensures Corporation integrity and consistency. Members include self advocates, past Directors, community members, medical, education, and legal representatives. They advise the existing Board of Directors upon request.
Article v Officers
Section 1 General. The officers of the Corporation shall be Members of the Corporation and elected by majority vote of those Members who are present at the Annual Meeting held before the expiration of the terms of the current officers on December 31st. Vote shall be by secret ballot. Officer nominations may be submitted to the Nominating Committee or Executive Director prior to the September Board Meeting. The Officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer. The number of Officers, title, and duties may be changed by two-thirds (2/3) vote of the Corporation. These Officers shall perform the duties prescribed by but not limited to these bylaws.
A. Election. Election of Officers shall be by majority vote of the Membership or its Board of Directors at the Annual Meeting or via electronic voting prior to the it. Voting is by secret ballot. Unopposed Officer ballots may be accepted by acclamation.
B. Term. The term of Officers shall be one (1) year unless otherwise specified by the Board of Directors. An Officer may serve up to three (3) consecutive one (1) year terms. A term is defined within the Corporation's fiscal year, January 1st to December 31st.
C. Vacancies. Vacancies among the Officers resulting from resignation, removal, incapacity, death, disqualification or the failure of an elected Officer to accept the office of Officer may be filled by a majority vote of the remaining Board of Directors' Members at any meeting. A Board Member elected to fill an Officer vacancy shall meet any qualifications set forth by these bylaws and shall serve the unexpired term of their predecessor and until their successor has been duly elected and has commenced their term of office.
D. Compensation. No Officer shall receive compensation from the Corporation for any service they may render to it as an Officer. However, an Officer may be reimbursed for their actual expenses reasonably incurred by attending any meetings/conferences/seminars in service to the Corporation in the administration of its affairs and in furtherance of the Guild mission.
E. Removal. Any Officer (or any employee or agent of the Corporation) may be removed or discharged by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby. Such a removal shall be without prejudice to the contract rights, if any, of the person so removed or discharged. If for any reason any Officer who is also a Member of the Board of Directors ceases to be a Member, the Officer shall automatically be removed from their office in the Corporation.
Section 2 Duties of Officers
A. President. The President of the Guild shall preside at all meetings of the Corporation when they are present and shall have such other powers and duties as are vested in the President of the Corporation by law and/or custom and as may be determined from time to time by the Board of Directors, except as otherwise provided by these bylaws, the Articles of Incorporation, or the laws of the State of Michigan. The President shall be a member of the Board of Directors and shall preside at all meetings of the Board of Directors. They annually shall report to the Members of the Corporation as to the condition of the Corporation and shall make appropriate recommendations with respect thereto.
B. Vice President. The Vice President shall be a member of the Board of Directors. The Vice President shall act in the absence of the President and shall perform the duties of Corporation management in the President's absence and other duties from time to time as approved by the Board of Directors or President in management of the Corporation as necessary.
C. Secretary. The Secretary shall be a member of the Board of Directors. They shall attend all meetings of the Board of Directors and Membership and shall record minutes of such meetings to preserve them in a Minute Book and/or electronic filing for that purpose. The Secretary shall maintain and safely secure the Seal of the Corporation and, when authorized to do so, may affix it to any instrument requiring the Seal and when so affixed shall attest the Seal by their signature. Upon Board of Directors approval the Seal may be kept and secured by the President.
D. Treasurer. The Treasurer shall be a member of the Board of Directors. The Treasurer shall have the power of custody of the Corporate funds and securities; shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Corporation; and, shall require deposit of all monies and valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. They shall render to the Board of Directors, whenever they may require it, an account of the financial transactions and conditions of the corporation. The shall occur (at regular intervals) at Board of Directors meetings. The Treasurer may perform such other duties as the Board of Directors shall prescribe.
Article VI Meetings and Voting Process
Section 1 General. Meetings of the Members of the Corporation shall be held on such dates and at such times and places as shall be determined by the Officers of the Corporation or by majority vote of the Members of the Corporation and shall be called by the President upon written request of one fourth (1/4) of the Members of the Corporation. An Annual Meeting shall be held in October of each fiscal year at which reports of the financial condition and operations of the Corporation shall be presented; Directors shall be elected; and, such other business transacted as may come before the meeting.
Written notice of the time, place, and purpose of the meeting of the Members of the Corporation shall be mailed and/or emailed not less than ten (10) days nor more than ninety (90) days prior to the date of the meeting. Notice of any meeting may be waived by any person in writing either before or after the meeting. Attendance of a person at a meeting of the Members of the Corporation, in person or by proxy, constitutes a waiver of notice of meeting except when the Member 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.
Section 2 Member Voting. Members of the Corporation shall be entitled to one vote at meetings of the Membership of the Corporation. A Member of the Corporation may authorize another person to act for such Member by proxy signed by the Member. A Member may serve as proxy for only one other Member. The validity and revocability of the proxy shall be as determined by the laws of the State of Michigan.
When votes are taken at Meetings of the Membership, a Member who does not respond by proxy or by attendance at the meeting will constitute a vote of affirmative or in support of any business matters brought before the Membership for vote.
Section 3 Membership Meeting Quorum. Ten (10%) percent of the total Member "families" of the Corporation shall constitute a quorum at any meeting. Representation of a "family" at a meeting may be made by the presence of one (1) family member who is a Member of the Corporation. The Members of the Corporation present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by vote of the Members.
Section 4 Board Meetings. The Board of Directors may hold regular meetings to conduct and tend to business of the Corporation at such time and such place as determined by the Board of Directors. Meetings of the Board of Directors shall not be less than semi-annually. Member of the Corporation may attend meetings of the Board of Directors and may express their views and opinions on matters before the Board of Directors.
A. Board Quorum. A majority of the members of the Board of Directors in office constitute a quorum for the transaction of business and the vote of the majority of the Directors present at a meeting at which a quorum is present constitutes the action of the Board of Directors except as otherwise provided by law or these bylaws.
B. Action. Action may be taken by the Board of Directors without a meeting by unanimous written or electronic consent.
C. Action without a Meeting. Any action which is required to be or may be taken at a meeting of the Board of Directors or of the Officers may be taken without a meeting if the President and a majority of Officers provide consent for the proposed action. Actions may include financial contracts and expenditures in maintaining and conducting the business of the Corporation with a maximum limit of five thousand dollars ($5,000). The consents shall have the same force and effect as a unanimous vote at a meeting duly held. The Board of Directors shall be officially notified of any such actions at the next regularly scheduled Board of Directors Meeting. The Secretary shall be advised and shall document said consents and the action taken with the Minutes of the next Board of Directors Meeting.
D. Conference Calls. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment which allows all persons in the meeting to hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.
Section 5 Rules of Order. General rules of order shall govern all meetings.
A. Agenda. The presiding Officer shall produce an agenda consistent with the bylaws prior to each meeting. New business arising during the meeting shall be placed after business that is described in the agenda.
B. Conducting Business. The presiding Officer shall conduct the business of the meeting and facilitate the discussion of any business on the agenda. The presiding Officer may call for a vote of any matter brought forth to the Membership.
Article vii General provisons
Section 1 Bonds. The Board of Directors of the Corporation may require an Officer, agent, or employee to give bond for the faithful discharge of their duty and for protection of the Corporation. Any Officer handling any finances and money on behalf of the Corporation may and shall be bonded at the Corporation's expense in such amounts as may be determined by the Board of Directors.
Section 2 Checks, Depositories, and Other Instruments. All checks, drafts, or demands for money and notes of the Corporation shall be signed by such Officer or Officers of the Corporation. The Board of Directors may in any instance designate the Officers who shall have the authority to execute any contract, conveyance, or other instrument on behalf of the Corporation or may ratify or confirm any execution.
When the specification of any instrument has been authorized without the specification as to the executing Officer or agent, the President, Vice President, Secretary or Treasurer may execute the same in the name and on behalf of this Corporation and may affix the Corporate Seal thereunto.
Section 3 Books and Records, Annual Report
A. Records. The Officers, agents, and any employees of the Corporation shall maintain such books, records, and accounts of the Corporation's business and affairs as requested by the Board of Directors or by the laws of the State of Michigan.
B. Privacy of the Guild Database. No part of the Guild database will be sold or used for other than Guild purposes and mission. Board Members may not retain the database after exiting the Board of Directors.
C. Annual Report. The Board of Directors shall annually cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and communicated to Members of the Corporation within four (4) months after the end of the fiscal year.
Section 4 Notice of Waivers of Notice. All notices of meetings required to be given to any Member of the Corporation or any member of the Board of Directors of any Committee Member may be given in writing by personal deliver, by mail, electronically, or by telephone to such person at their last address known to the President of the Corporation. Such notice shall be deemed to be given when the same shall be delivered or mailed or otherwise dispatched. Notice of any meeting may be waived by any person by telephone, electronically, mail, or other writing either before or after the meeting or in such other manner as may be permitted by the laws of the State of Michigan.
Section 5 Indemnification.
A. The Corporation shall indemnify each member of the Board of Directors and each Officer of the Corporation at any time in office, whether prior or subsequent to the adoption of these bylaws, 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, and whether formal or informal, other than by action by or in the right of the Corporation, by reason of the fact that they are or were a Board Member or Officer of the Corporation, against expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding 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, and with respect to any criminal action or proceeding had no reasonable cause to believe this conduct unlawful. The termination by 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 they reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
B. The corporation shall indemnify any person who was or is a party to or is threatened to made a party to any threatened, pending, 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 the person is or was a Board Member or Officer of the Corporation against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Corporation or its Members. Provided, however, indemnification shall not be made for any claim, issue or matter in which such person shall have been found to be liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined or despite the adjudication of liability but in view of all circumstances of the case, such persons is fairly and reasonably entitled to indemnification for expenses which the court considers proper.
C. Any indemnification under Article VII, Section 5A and 5B shall be made by the Corporation only as authorized in the specific case upon determination of the indemnification of the Board Member or Officer of the Corporation is proper in the circumstances because the Board Member of Officer has met the applicable standard of conduct set forth in Article VII, Section 5A and 5B. Such determination shall be made in either of the following ways:
(a) By the Board of Directors by majority vote of a quorum of the Board consisting of Directors who were not parties to such action, suit or proceeding.
(b) If the quorum described in (a) above is not obtainable, then by a majority vote of a committee of not less than two (2) disinterested Directors.
(c) By independent legal counsel in a written opinion.
(d) By the Members of the Corporation.
D. The foregoing rights of indemnification shall not preclude any indemnification of any Board Member or Officer, or any employee or other person acting for or in the interest of the Corporation, to which such Board Member, Officer, or employee or other person may be entitled by law or by the virtue of any document or agreement, or which may be legally provided or afforded by or under any action by the Members and/or Directors of this Corporation. All rights of indemnification shall inure to the benefit of the heirs, executors, administrators of the person involved.
Section 6 Discrimination. No person shall be excluded from Guild membership, service as Officer and/or Board of Directors, Committee Chair or Member, or attendance at any Guild function/event based on race, color, religion, national origin, disability, gender spectrum, or sexual orientation.
article vIII fiscal year
Section 1 The fiscal year of the Guild shall be January 1st to December 31st.
Section 2 The Board of Directors shall have the power to change the fiscal year from time to time as deemed necessary.
Article IX Strategic plan
Section 1 Adoption. The Board of Directors shall develop and adopt a written strategic plan for the objective of moving the Guild forward in support of its mission. The Board of Directors shall have the responsibility and authority to oversee, evaluate, modify and facilitate its implementation. The strategic plan shall be detailed in a separate document and available to all membership.
Article X Dissolution
Upon dissolution of this organization all of its assets remaining after the payment of all costs and expenses shall be distributed to an organization that has qualified for exemption under section 501(c)(3) of the Internal Revenue Code and state regulations which is organized for purposes of substantially similar to that of the Down Syndrome Guild of Southeast Michigan. None of the assets will be distributed to any Officer or Board Member. Designation and distribution of said assets shall be chosen by the Board of Directors at its final meeting.
Article Xi amendments and bylaw review
Section 1 Amendments. The bylaws of the Corporation may be amended, altered, added to and replaced, in whole or in part, by the majority vote of the Members of the Corporation. The bylaws of the Corporation may also be amended altered, added to, and repealed, in whole or in part, by eighty percent (80%) of the Board of Directors, provided, however, that the Board of Directors shall not make or alter any bylaw fixing the number, qualifications, classifications, or term of office; and, provided further that all amendments, alterations, additions and repeals made by the Board of Directors shall be subject to review, modification, and rescission at any time by the Members of the Corporation.
Section 2 Review. The Board of Directors shall review these bylaws periodically but not less frequently than annually in order to consider possible amendments thereto made necessary or desirable by reason of developments affecting the internal administration of the affairs of the Corporation; requirements of governmental entities; or, otherwise.
These forgoing bylaws were duly adopted as and for the bylaws of The Down Syndrome Guild of Southeast Michigan, Inc. by the Board of Directors at the meeting of the Corporation's Membership held on October 16, 2007.
These bylaws were reviewed and revised January 2017 by the Board of Directors of the Down Syndrome Guild of Southeast Michigan.