Detroit Chapter IIA Bylaws as Amended 2009-05-12 - The Institute of ...

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Section 3.2 TERMINATION OF MEMBERSHIP. Membership in the Corporation shall terminate on transfer to another chapter of the Institute or because of resignation or termination for any of the causes set forth in the Bylaws of the Institute. Section 3.3 VOTING AND ELIGIBILITY FOR OFFICE. Unless otherwise provided by the Articles or Certificate of Incorporation or Bylaws of this Corporation or the Institute, Members, Honorary Members, Associate Members, Educators and Retired Members are entitled to serve as officers or governors of the Corporation and are entitled to vote in the election thereof. Other classes of members shall not be entitled to vote or to serve as officers or governors. If the membership of any person serving as an officer or governor of the Corporation terminates for any reason, that person shall be deemed to have resigned as of the date of the termination of membership, and a successor shall be appointed or elected as provided in these Bylaws. Section 3.4 MEETINGS. The annual meeting of the members shall be held at such time during the month of May and at such place as the Board of Governors shall determine from time to time. Special meetings may be called by the Corporation Secretary upon the request of (i) the President ; (ii) not less than 10% of the Corporation members provided that at least five member organizations/ companies are represented; or (iii) a majority of the Board members then serving. Section 3.5 NOTICE OF MEETINGS. Notice of the annual or special meetings of the members shall be given not less than 10 days nor more than 60 days prior to the date of the meeting, either personally or by mail, telephone or electronic means. The meeting notice shall specify the date, time and place of the meeting. Presence at the meeting shall be deemed waiver of any defect in notice. Notice may also be waived in writing, either before or after the meeting. Section 3.6 QUORUM AND MAJORITY. At all meetings of the members, the eligible members present in person or by proxy and having the power to vote will constitute a quorum. At all meetings of the members, a majority of members present in person or by proxy having the power to vote will decide all issues except as provided elsewhere in these Bylaws. ARTICLE IV The Board of Governors Section 4.1 BOARD OF GOVERNORS. The business and affairs of the Corporation shall be managed by the Board of Governors, which shall be the governing body of the Corporation. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Governors may take any lawful action on behalf of the Corporation which is not reserved to the members by law or by the Articles or Certificate of Incorporation or the Bylaws of the Corporation or the Institute. Section 4.2 NUMBER AND SELECTION OF GOVERNORS. The Board of Governors shall consist of not less than 15 members, or such other number as may be from time to time designated by the Board. The Board of Governors shall be comprised of the officers of the Corporation, being the President, the Vice President or Vice Presidents if there are more than one, the Treasurer and the Secretary; the two most recent past Presidents who are not holding any other office in the Corporation and who are still members and twelve (12) members.
Section 4.3 TERM. Governors who do not serve by virtue of their office shall serve for three-year terms, or such shorter term as may be determined by the Nominating Committee in order to achieve continuity in board composition. Governors shall continue to serve until his or her successor is elected and qualified. All governors who are not also officers shall be eligible for two successive full three year terms. No governor or officer shall serve for a period of more than eight consecutive years. Section 4.4 REMOVAL. Any officer or governor may be removed for cause by a two-thirds vote of the Board of Governors, provided the individual or individuals concerned have been granted an opportunity for a hearing before the Board. The Board shall call a special meeting of the members to be held within thirty days from the date that any removal has been voted. At such special meeting the Board shall make a full and complete report of the removal action and the reasons therefore. The office or offices made vacant by the action of the Board shall then be filled. The officers or governors removed by the Board may be re-elected by the members and, if so re-elected, may not again be removed by the Board for the same cause. Any officer or governor may be removed by a two-thirds vote of the members present at any duly held meeting of the Corporation if notice of the proposed removal action was included in the notice for the meeting. Notice of a vote for removal to be taken at any meeting shall be mailed to the members by the Secretary upon written petition of one-fifth of the members. Section 4.5 VACANCIES. All vacancies on the Board of Governors shall be filled by the affirmative vote of a majority of the then existing Board, or by the vote of a majority of the members of the Corporation present and voting at a meeting called for such election by the Board. Any governor so appointed or elected shall serve for the unexpired term of the position so vacated, or until his or her successor is elected and qualified. Section 4.6 ANNUAL MEETING. The Board of Governors shall meet each year after the annual meeting of the members at such time and place as the Board of Governors shall determine for the purpose of such business as may properly be brought before the meeting. Section 4.7 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Governors shall be held not less than semi-annually at such times and places as the Board of Governors may from time to time determine at prior meetings. Special meetings of the Board shall be called by the Secretary upon the written request of i) the President or ii) not less than one-third of the Governors. Minutes of such meetings will be taken and copies thereof distributed to the members of the Board in a timely manner. Section 4.8 NOTICES OF MEETINGS OF THE BOARD OF GOVERNORS. Written notice of the time and place shall be given to each Governor not less than ten (10) or more than sixty (60) days before the date of the meeting, either personally, by mailing or by e-mailing such notice to each Governor at the address or e-mail address designated by the Governor for such purposes, or if none is designated, at the Governor's last known address. Notices of special meetings shall state the purpose or purposes of such meeting, and no business shall be conducted at a special meeting except the business specified in the notice of the meeting. No notice need be given of an adjourned meeting of the Board provided the time and place to which such meeting is adjourned is announced at the meeting at which the adjournment is taken. Section 4.9 WAIVER OF NOTICE OF MEETING. Notice of any meeting of the Board may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of the notice of the meeting.
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Detroit Chapter IIA Bylaws as Amended 2009-05-12 - The Institute of ...

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