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BYLAWS of the Michigan Alliance of Environmental & Outdoor Education

Article I. NAME AND PURPOSE

Section 1. NAME: The name of the corporation shall be Michigan Alliance for Environmental and Outdoor Education. (MAEOE)

Section 2. PURPOSE: The purpose of for which the corporation is organized is as follows:

The Corporation shall be organized and operated exclusively for charitable, scientific, and educational purposes within the meaning of sections 170 (c)(2) and 501 (c)(3) of the internal revenue code as amended, or any successor statutes, including but not limited to the corporation fostering the public understanding or environmental and outdoor education, offering assistance in the development and enrichment of school curriculum and promoting the involvement of all persons in environmental and outdoor education.

Article II. MEMBERSHIP

Section 1. MEMBERSHIP. Membership shall be open to all persons interested in environmental and outdoor education who seek an affiliation with other persons having similar interests. Membership may be maintained by participation and payment of annual dues.

Section 2. CATEGORIES. Membership categories shall be: Individual, Full-time student, Family, Library, and Life. Dues for said categories shall be determined by the Board of the Corporation.

Section 3. TRANSFER OF MEMBERSHIP. Membership in the Corporation is not transferable or assignable.

Section 4. ANNUAL MEETING. The annual meeting of the Members shall be held at a time and place designated by the Board. The purpose of the annual meeting shall be to elect Directors, and to transact such other business as may come before the meeting.

Section 5. SPECIAL MEETING. Special meetings of the Members may only be called by the President or by any other officer of the Corporation.

Section 6. NOTICE of MEETING. Written notice of the time, place, and purpose of any meeting shall be given to the Members, either personally or by mail, not less than ten (10) days nor more than sixty (60) days before the meeting. If mailed, notice shall be deemed given by the depositing the same in a post office box, postage prepaid, and addressed to the last-known address of the Member.

Section 7. WAIVER of NOTICE. Attendance of any Member at a meeting constitutes a waiver of notice of the 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 8. CONSENT in WRITING. Any action required or permitted to be taken at an annual or special meeting of the Members may be taken without prior written notice, and without a vote if all the members consent thereto in writing.

Section 9. QUORUM. Unless a greater or lesser quorum is provided in the Articles of Incorporation, or in a Bylaw adopted by the Members, or pursuant to the Michigan law, Members entitled to cast a majority of the votes at a meeting, shall constitute a quorum a the meeting.. Members present in person or by proxy at such meeting may continue to do business until adjournment, not withstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the Members present.

Section 10. VOTING. Each Member shall have one vote on each matter submitted to the vote of the members. A person may vote in person or by mailing a proxy to the Corporation. When an action other than the election of Directors is to be taken by a vote of the membership, it shall be authorized by a majority of the votes cast at a meeting at which a quorum is established, unless a greater plurality is required by the Articles of Incorporation or by law. Except as otherwise provided by the Articles of Incorporation, the Directors and offices shall be elected by plurality of the votes cast in an election of Directors and officers.

ARTICLE III. BOARD of DIRECTORS

Section 1. POWERS. The Board of Directors (“Board”) shall serve as the governing body of the Corporation. The Board shall be empowered to form and delegate any such powers or duties to committees as are needed to facilitate the operation of the organization.

Section 2. NUMBER. The number of voting directors shall be eleven (11) unless changed by a vote of the Members of the Corporation, Each Director shall hold office for the term for which he/she is elected and until his/her successor shall have been elected and qualified or until his resignation or removal. The Members of the Corporation shall elect the directors to the Board.

Section 3 CLASS and QUALIFICATION. The Board will be comprised of the five (5) elected officers and six (6) additional Members elected from the membership-at-large (“Members-at-Large”). The Historian and chairpersons of all standing committees shall be non-voting members of the Board. The line of authority in the absence of the President and President Elect Shall be: immediate Past President, Secretary, Treasurer, for purposes of conducting Board meetings.

Section 4. TERM of OFFICE. The Directors who are elected to the Board because they are officers of the Corporation shall serve in such position as long as he/she retains his/her position as officer. Otherwise, a Director shall hold office for the term elected, until a successor is elected and/or qualified or until death, resignation, or removal. Directors who are Members-at-Large shall serve staggered terms of three (3) years each. At each annual meeting of the Members, the Directors who are Members-at-Large shall be elected for a term of three (3) years to succeed those whose terms expire at the meeting.

Section 5. DUTIES. The Board shall in the course of its duties:

  • Promote the purposes of the Corporation through all appropriate means with special emphasis upon those enterprises that encourage an active state-wide membership.
  • Serve as a policy making body for the Corporation
  • Determine an annual budget including the setting of membership categories and dues, authorize expenditures, and provide for an annual audit of the financial records.
  • Determine the committee structure of the organization and assist the President in the formation and supervision of all committees.
  • Provide for an annual election of officers
  • Schedule an annual meeting of the Membership.
  • Promote and maintain harmonious relationship with other organizations having comparable aims and purposes.
  • Six (6) Members-at-Large shall serve on the Board with the responsibility of safeguarding the rights and benefits of the membership. Consideration for these positions will be given to regional and special interest areas.

Section 6. REGULAR MEETINGS. Regular meetings of the Board shall be held either with or without notice, at such times and such places as any of the Directors may by resolution from time to time determine.

Section 7. SPECIAL MEETINGS. Special meetings of the Board shall be held whenever called by the President; or when the President shall be required to call a special meeting upon written request by a Director or an officer or the Corporation. Due notice of any special meeting, which may be waived, shall be given by the Secretary, in writing, not later than the day preceding the meeting.

Section 8. WAIVER OF NOTICE. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 9. QU ORUM. A majority of the Members of the Board then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of the majority of Members present at a meeting at which a quorum is present constitutes the action of the Board or of the committee.

Section 10. VACANCIES. Vacancies in the board or an office shall be filled by the remaining directors and each person so elected shall be director until his/her successor is elected by the members at the next annual meeting of the members or at any special meeting called for that purpose.

Section 11. ACTION WITHOUT a MEETING. Action may be taken by the Board or of a committee thereof without a meeting if, before or after the action, all Members of the Board or if the committee consent thereto in writing. The written consent shall be filed with the minutes of the proceedings of the Board or committee.

Section 12 . REMOVAL OF DIRECTORS. A Director or the entire Board may be removed, with or without cause, only by a majority vote of Members entitled to vote at an election of Directors.

Section 13. CONFERENCE TELEPHONE. A Member of the Board or committee designated by the Board may participate in a meeting by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this method constitutes presence in person at the meeting.

ARTICLE IV. OFFICERS

Section 1. OFFICERS. The officers of this corporation shall consist of a President, President-elect (Vice-President), Secretary, Treasurer, and immediate Past-President who shall be elected at the annual meeting of the Members. Nominations for the officers will be published in the association newsletter prior to the regular annual meeting. A proxy may be requested by Members of record who are not attending the annual meeting.

Section 2. TERM. An Officer shall hold office of the term for which he/she is elected or appointed and qualified or until his/her resignation or removal. Two of more offices may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity, if the instrument is required by law, or the Articles of Incorporation, or these Bylaws, to be executed and acknowledged or verified by two or more officers.

The terms of the office for the President and President-Elect, shall be for one year. The Secretary and treasurer shall be elected for term of two years.

Section 3. DUTIES of OFFICERS. The Officers for the Corporation shall be charged with all such duties and authority as usually appertains to such offices in a corporation, except as said duties are varied or added to below or by the Board.

  • PRESIDENT. The President shall serve as the Chief Executive of the Corporation. He/she shall preside at meetings of the membership and of the Board of Directors, and shall appoint with the advice and approval of the Board: the Historian, all chairpersons, and all of the committees. He/she shall, with the advice of the Board, prescribe the duties of an Executive secretary and any assistants.
  • PRESIDENT ELECT. The President Elect shall serve as the Vice President, and in the absence of the President, assume the responsibilities of the President and shall perform other executive duties as delegated. Upon the completion of the President’s term the President Elect shall assume the responsibility of President.
  • PAST PRESIDENT. The Past President shall, for one term following his/her term of office as President, serve as an active voting member of the Board.
  • SECRETARY. The Secretary shall be responsible for the written records of the Corporation including official communications and recording of the Minutes of the meetings of the Membership of the Board.
  • TREASURER. The Treasurer shall have custody of the funds of the Corporation. He/she shall make periodic reports to the Board and the Membership.

ARTICLE V. ADMINISTRATIVE PROVISIONS

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be established by the Board.

Section 2. EXECUTIVE SECRETARY. The Board may appoint or employ an Executive Secretary and necessary staff for full or part time services. The Executive Secretary, under the direction of the President, shall carry out policies formulated by the Corporation or the Board.

Section3. HISTORIAN. A Historian shall be appointed by the President with the approval of the Board, to serve until his/her resignation or replacement. The Historian shall be responsible to:

  • Retain the record of the proceedings of the Board.
  • Maintain a pictorial and written record of the significant events of the organization.
  • Provide information from these records to the Board upon request.

Section 4. DISSOLUTION of ASSETS. Upon the dissolution of the Corporation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes for the Corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the item qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 ( or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.

Section 5. NET EARNINGS of the CORPORATION. No part of the net earnings of the Corporation shall inure to the benefits of, or be distributed to its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article 1 hereof. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of the Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal Income Tax under Section 170 (c)(2) of the Internal Revenue code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a Corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE VI. AMENDMENTS

Section 1. AMENDMENT OF THE BYLAWS. The Bylaws may be altered or amended by a simple majority vote of the Membership. Written notice of the proposed amendment to the Bylaws shall be provided to the Membership along with a ballot.

Section 2. AMENDMENT to the ARTICLES OF INCORPORATION. The Article of Incorporation may be amended in accordance with the law of the State of Michigan. The law of the State of Michigan provides that an amendment to the Articles may be adopted upon receiving the affirmative vote of a majority of the Members entitled to vote thereon, or, unless a greater vote is required in the Articles of Incorporation or in a Bylaw adopted by the Members, an amendment may be adopted upon receiving an affirmation vote of a majority of the Members present in person or by proxy at such meeting if due notice of the time, place, and object of the meeting was given by mail, at the last known address, to each Member entitled to vote thereon at least twenty (20) days prior to the date of the meeting, or by publication in a publication distributed by the Corporation to its Members at least twenty (20) days prior to the day of the meeting.

Section 3. CERTIFICATION. The results of any membership vote, either to amend the Articles or the Bylaws, shall be tabulated by the Secretary and certified to the Board. All proxies shall be retained for the period of 60 days. Amendments shall, unless otherwise provided be effective immediately upon adoption.

MAEOE 3/94