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

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Section 6.2 ELECTIONS. Officers and governors shall be elected by a majority vote of members voting at the annual meeting of the Corporation. Absentee voting shall be authorized for all members in good standing in accordance with rules and regulations adopted by the Board of Governors. The election shall be by written ballot unless only one candidate for an office has been nominated. In the case in which there is only one candidate for office, the written ballot may be foregone in favor of a vote at the meeting of the members. Each officer and governor shall take office on June 1 st immediately following the annual meeting. Officers shall hold office until the following May 31st. Board members who are not also officers shall hold office until the May 31st of the year in which the Board member’s term expires. ARTICLE VII Committees Section 7.1 COMMITTEES APPOINTED BY THE BOARD OF GOVERNORS. The committees of the Corporation appointed by the Board of Governors are the Auditing Committee and the Nominating Committee. The Auditing Committee shall consist of one member, not an officer or governor. The Nominating Committee shall consist of the immediate past President and at least two other members. The majority of the Nominating Committee shall be members who are not Officers or Governors. The committees shall keep minutes in some manner reasonably intended to record the business which occurred at the meeting and shall forward these minutes to the Board of Governors. Section 7.2 COMMITTEES APPOINTED BY THE PRESIDENT. The President shall appoint members to the Membership Committee, the Certified Internal Auditor Committee, and the Program Committee. The Membership Committee shall have a minimum of three and a maximum of nine members. Section 7.3 OTHER COMMITTEES. The Board of Governors may designate other standing committees with such duties and powers as it may provide in order to carry out the program and purposes of the Corporation. The Board shall further appoint individuals to serve as members and chairpersons of such Committees. Section 7.4 COMMITTEE CHAIRS. The Chairs of all committees shall be Chapter members in good standing unless there does not appear to be such a member who is willing and available to Chair a particular committee. In such a case, the Chair may be appointed only with prior Board approval. Article VIII Dissolution In the event of dissolution the Board of Governors shall, after paying or making provisions for the payment of all liabilities of the Corporation, return all unexpended assets to the Institute, to be disposed of by making distribution exclusively for the purposes set forth in Article II hereof in such manner as the Board of Directors of the Institute shall determine, or by making distribution to such organizations, as the Board of Directors of the Institute shall then determine, which are organized and operated exclusively for the purposes set forth in Article II hereof and which at that time qualify as exempt public organizations under Section 501 (c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Article IX Indemnification; Liability Insurance Section 9. INDEMNIFICATION. To the fullest extent authorized or permitted by Michigan law, the Corporation shall indemnify any person, and such person's heirs, executors, administrators and legal representatives, who was or is made or threatened to be made a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that (i) such person serves or served as a Governor, officer, employee or agent of the Corporation or (ii) such person serves or served as a member on any formally constituted committee of the Corporation or the Board of Governors, or (iii) such person serves or served at the request of the Corporation or the member as a trustee, member, officer, director, or shareholder of any other corporation, business corporation, partnership, joint venture, trust, association or any other enterprise against all expenses (including attorneys' fees and costs), judgment, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of 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 reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. Section 9.2 EXCEPTIONS. No indemnification shall be made in respect of any claim, issue or matter which a Governor, officer, employee or agent of the Corporation such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court shall deem proper. Section 9.3 EXPENSES. To the extent that a governor, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 9.4 DETERMINATION OF INDEMNIFICATION. Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Governor, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. Such determination shall be made (i) by the Board of Governors by a majority vote of a quorum (as defined in Article IV, Section 5 of these Bylaws) consisting of governors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, by independent legal counsel in a written opinion. Notwithstanding the failure or refusal of the governors, counsel and the members of the Corporation to make provision therefore, such indemnification shall be made if a court of competent jurisdiction made a determination that the governor, officer, employee or agent has a right to indemnification hereunder in any specific case upon the application of such Governor, officer, employee or agent.
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Detroit Chapter IIA Bylaws as Amended 2009-05-12 - The Institute of ...

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