Section 1. Directorship; Powers. The Corporation is organized upon a directorship basis. The property, business and affairs of the Corporation will be managed by its Board of Directors. Without limiting the foregoing statement, the Directors shall have the following functions and express powers:
Section 2. Number and Term of Office; Ex Officio Directors. The Board of Directors of this Corporation will consist of not less than twelve (12) nor more than eighteen (18) persons, as determined by the Board of Directors, including two voting ex officio members. Ex officio members will not be elected, but will serve by virtue of serving as the current President of Mid Michigan College (the “College”) or by virtue of designation of the Board of Trustees of Mid Michigan College as the Board Liaison. Except as otherwise provided herein, ex officio members will have all the rights and privileges of membership.
The term of office of any Director will be for three years from the date of his or her election or appointment by the affirmative vote of a majority of the Directors at an official meeting and continue until his or her successor has been elected and qualified, unless the Director is appointed to fill a vacancy, in which event it will be for the remainder of the term to which the Director is succeeding.
Directors who have completed their term of office may be reappointed for a subsequent term by an affirmative vote of a majority of the Directors at an official meeting. Directors may serve a maximum of three consecutive terms or nine (9) years on the Board. Following a one-year absence, a former Director would be considered eligible for election to a new three-year term.
Section 3. Forfeiture, Resignation, Removal and Vacancies. Any director failing to attend three successive meetings of the Board of Directors will forfeit his or her membership on the Board unless excused for cause by the Executive Committee. A Director may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation. A Director may be removed, either with or without cause, by the affirmative vote of a majority of the Directors at an official meeting. If a vacancy has occurred among the members of the Board as a result of death, resignation, removal, or otherwise, the vacancy may be filled by the Executive Committee.
Section 4. General Powers as to Negotiable Paper. The Board of Directors may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign or endorse the same on behalf of the Corporation.
Section 5. Powers as to Other Documents. All material contracts, conveyances and other instruments may be executed on behalf of the Corporation by the Chairperson or any Vice Chairperson, and, if necessary, attested by the Secretary or the Treasurer. Section 6. Compensation. Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director.
Section 1. Annual Meeting. The annual meeting of the Directors of the Corporation will be held in May of each year as determined by the Board, at a place designated by the Directors for the purpose of electing Directors and officers for the ensuing year and for the transaction of other business properly brought before the meeting.
Section 2. Regular Meetings. Regular meetings of the Board of Directors will be held on a quarterly basis at a time and place designated by the Directors.
Section 3. Special Meetings. Special meetings of the Directors may be called by the Chairperson and will be called by the Chairperson or Secretary at the direction of not less than four (4) Directors or as may otherwise be provided by law. Special meetings will be held at the principal office of the Corporation unless otherwise directed by the Chairperson or Secretary and stated in the notice of meeting. Any request for a meeting by the Directors must state the purpose or purposes of the proposed meeting.
Section 4. Notice of Meeting. Except as otherwise provided by these Bylaws or by law, written notice containing the time and place of all meetings of the Board of Directors will be given either personally, electronically or by mail to each Director not less than ten (10) days before a regular meeting and not less than two days before a special meeting. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 5. Quorum and Voting. A majority of all the duly-elected Directors will constitute a quorum at any meeting. The vote of a majority of the Directors present at a meeting at which a quorum is present will constitute the action of the Board of Directors, unless the vote of a larger number is required by law or by other sections of these Bylaws or the Articles of Incorporation.
Section 6. Conduct at Meetings. Meetings of the Directors will be presided over by the Chairperson. The Secretary of the Corporation or, in their absence, a person chosen at the meeting, will act as Secretary of the meeting.
Section 7. Action by Unanimous Written Consent. Any action required or permitted to be taken at an annual or special meeting of Directors may be taken without a meeting, without prior notice and without a vote, if all of the Directors consent in writing to the action so taken. Written consents will be filed with the minutes of the proceedings of the Board of Directors.
Section 8. Telephonic Conferences. A Director may participate in a meeting of Directors by conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Section 1. Election or Appointment. The Board of Directors will elect a Chairperson, a Vice Chairperson, a Secretary and a Treasurer of the Corporation at its annual meeting. The Chairperson, Vice Chairperson, Secretary and Treasurer will be elected from among the voting members of the Board of Directors. The Directors may also appoint any other officers and agents as they deem necessary for accomplishing the purposes of the Corporation.
Section 2. Term of Office. The term of office of all elected or appointed officers will commence upon their election at the Annual Meeting and will continue for two (2) years thereafter, or until their respective successors are chosen or until their resignation or removal. Any officer may be removed from office at any meeting of the Directors, with or without cause, by the affirmative vote of a majority of the Directors at an official meeting, whenever in their judgment the best interest of the Corporation will be served.
An officer may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of the resignation.
Section 3. Compensation. Any officer who is an employee of the Corporation will receive reasonable compensation for his or her services as fixed by the Board of Directors.
Section 4. The Chairperson. The Chairperson will see that all orders and resolutions of the Board of Directors are carried into effect. The Chairperson will execute all authorized conveyances, contracts or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other person. The Chairperson will preside at meetings of the Directors and in his or her absence, the Directors present at the meeting will designate another presiding officer.
Section 5. Vice Chairperson. The Vice Chairperson will, in the absence or disability of the Chairperson, perform the duties and exercise the powers of the Chairperson and will perform any other duties prescribed by the Board of Directors or the Chairperson.
Section 6. The Secretary. The Secretary will attend all meetings of the Board of Directors and will record or cause to be recorded the minutes of all proceedings. The Secretary will give or cause to be given notice of all meetings of the Board of Directors for which notice may be required and will perform any other duties prescribed by the Directors.
Section 7. The Treasurer. The Treasurer will oversee the financial activities of the Corporation. The Treasurer will perform all duties incident to the office of Treasurer and other administrative duties as may be prescribed by the Board of Directors. All books, papers, vouchers, money and other property of whatever kind belonging to the Corporation which are in the Treasurer’s possession or under his or her control will be returned to the Corporation at the time of his or her death, resignation or removal from office.
Section 8. Other Officers. The College Financial Officer will serve as the Associate Treasurer, who will assist the Treasurer of the Corporation.
Section 1. Executive Committee. The Executive Committee will be composed of the following officers of the Corporation: the Chairperson, the Vice Chairperson, the Treasurer, the Secretary and the Executive Director of the Foundation. The Chairperson of the Board will act as the Chairperson of the Executive Committee. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Directors, may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors, except that such Executive Committee will not have power or authority to:
The Executive Committee shall annually present a budget to the Board of Directors, and will establish and maintain procedures for payment of all bills and expenses. In addition, the Executive Committee may recommend to the Board the names of candidates for election to the Board of Directors or to any office thereof.
Section 2. Other Committees. The Corporation will have five (5) standing committees: the Executive Committee, the Development Committee, the Grants Committee, the Investment Committee, and the Scholarship Committee. The Board of Directors may designate other committees as deemed appropriate. The committees will have the authority as delegated to them by the Board of Directors.
Section 3. Procedure. All committees, and each member thereof, will serve at the pleasure of the Board of Directors. Committee members need not be members of the Board of Directors, but each Committee must have at least one Director member. The Executive Director of the Foundation will be an ex officio member of all committees and the College’s Financial Officer will hold membership on the Investment Committee. The Board of Directors will have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, to appoint (from among their number) the committee chair, and to change the functions or terminate the existence of any committee. Regular or special meetings or any committee may be held in the same manner provided in these Bylaws for regular or special meetings of the Board of Directors, and a majority of any committee will constitute a quorum at the meeting.
Section 1. Indemnification. The Corporation will , to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of the Corporation (and, to the extend provided in a resolution of the Board of Directors or by contract, may indemnify any volunteer, employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by reason of the fact that the person is or was a Director, officer, volunteer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, partner, volunteer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including attorneys’ fees (which expenses may be paid by the Corporation in advance of a final disposition of the action, suit or proceeding as provided by law), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if the person had not reasonable cause to believe his or her conduct was unlawful.
Section 2. Rights to Continue. This indemnification will continue as to a person who has ceased to be a Director or officer of the Corporation. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Corporation to the extent provided in a resolution of the Board of Directors in any contract between the Corporation and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, volunteer, employee or agent of the Corporation will inure to the benefit of the heirs and personal representatives of that person.
Section 1. Disclosure. When a member of the Board or an officer is affiliated with an organization seeking to provide services or facilities to the Corporation, or when a member of the Board or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Directors and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member or officer or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.
Section 2. Voting. Any Board member or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and the comparability data was considered.
Section 3. Statement of Position. The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.
Section 1. Fiscal Year. The fiscal year of the Corporation will end on the last day of June.
Section 2. Amendments. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Directors of the Corporation then in office.
Revised: November 9, 2021