Neighborhood Associations of Michigan (NAM) BY-LAWS Table of Contents Article I: Article II: Article III: Article IV: Article V: Article VI: Article VII: Mission Statement.....1 Purpose....1-2 Membership....1-2 Dues......3 Board of Directors.....3-5 Officers...5-6 Committees. 6-7 Article VIII: Meetings..7-8 Article IX: Amendments..8
BY-LAWS OF NEIGHBORHOOD ASSOCIATIONS OF MICHIGAN (Amended 05/12/95) (Amended 09/14/96) (Amended 10/23/99) (Amended 09/15/01) (Amended 08/24/02) (Amended 09/13/03) ARTICLE I MISSION STATEMENT The Neighborhood Associations of Michigan (NAM) is an organization of neighborhood associations and community based organizations. Its purposes are to educate, empower, and advocate for community members to upgrade their quality of life and improve their communities through neighborhood organizations by promoting, training, and supporting new and existing neighborhood organizations throughout the State of Michigan. ARTICLE II PURPOSE The purposes of NAM are to provide a forum for the exchange of information and ideas and promote cooperation among neighborhood groups. The purposes of NAM are addressed by: A. Enhancing the quality of life for individuals and families through neighborhood and community organizations. B. Assisting development of neighborhood associations (in areas where there are none) throughout Michigan. C. Providing a clearinghouse function and technical assistance to neighborhood associations in such areas as the prioritization of needs, grant-writing, and organizational and leadership development. Educating and advocating on behalf of neighborhood concerns throughout Michigan. NAM By-Laws (2003) 2
ARTICLE III MEMBERSHIP Section 1. Full Membership is open to any neighborhood association or community based organization which meets the following criteria: A. Has a democratically elected and functioning Board of Directors or Trustees, or a comparable body. B. Has geographically defined boundaries in which anyone who is a resident is eligible for membership. C. Each association will make available a list of the names and addresses of its Board of Directors or Trustees or comparable body and a copy of its current Bylaws and Articles of Incorporation upon request by NAM. D. Each association must request membership either by application or written request to NAM. Section 2. Each full member association shall have one vote. Each member shall submit the name of a duly appointed representative and designated alternate to the NAM Secretary. The duly appointed representative shall cast the vote on behalf of the association he or she represents. Section 3. Votes will be cast in person, or by designated alternate in person. Section 4. At-large membership is open to organizations who do not meet the criteria of full membership, but who are supportive of, and in concurrence with, the mission, goals and activities of NAM. Section 5. At-large members shall not have any voting privileges except as provided in Article III, Section 2 of these Bylaws and Article IX herein, to elect or remove a representative director, but shall be represented on the Board of Directors and shall otherwise have a voice in the activities of NAM. Section 6. Any full or at-large member association may be removed from NAM by affirmative vote of at least fifty-one percent of all voting members. Such removal must be for cause as follows: A. Failure to meet the criteria for membership as specified in Article I, Section I of these Bylaws; or B. Failure to pay dues pursuant to Article II of these Bylaws and the policy established by the Board of Directors; or NAM By-Laws (2003) 3
C. Upon recommendation of the Board of Directors for good cause shown. ARTICLE IV DUES The annual dues structure of NAM shall be established by the Board of Directors. Voting privileges and all membership privileges shall be allowed only to those members in good standing as of the annual conference date. ARTICLE V BOARD OF DIRECTORS Section 1. The business and affairs of NAM shall be managed by its Board of Directors which may exercise all such powers of NAM and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members. Section 2. The affairs and property of the organization shall be managed by a Board of Directors (hereafter Board) consisting of five to fourteen directors, as determined by the annual meeting, or by the Board in the absence of an annual meeting resolution limiting this power. Directors shall be elected for overlapping two-year terms, except as provided in this section, with approximately half the directorships expiring at each annual meeting. At each annual meeting, the members shall elect persons to fill expiring terms and shall also fill any vacancies. At such first annual meeting, all nominees for full membership directorships shall stand for election as one slate and the four persons receiving the highest number of votes shall be elected for a term expiring at the third annual meeting of members and next three persons receiving the next highest number of votes shall be elected for a term expiring at the second annual meeting of members. At each annual meeting of NAM held after the first annual meeting either four or three of the directors shall be elected as full membership directors depending upon the number of directors whose terms expire. One member shall be elected as an at-large membership director. The term of office (except for the directors elected at the first annual meeting of members) of each director shall be two years. At such first annual meeting, all nominees for at-large membership directorships shall stand for election as one slate and the persons receiving the highest number of votes shall be elected for a term expiring at the third annual meeting of members to represent at-large members and the person receiving the next highest number of votes shall be elected for a term expiring at the second annual meeting of members to represent at-large members. NAM By-Laws (2003) 4
Section 3. If a directorship is vacated by death, resignation, inability to serve, or other cause, a majority of the directors then serving, even if less than a quorum, may select a person to serve until the next annual meeting, at which the membership shall elect a director to serve until the end of the term of the person replaced. If there are unfilled directorships within the Board size limitations approved by the annual meeting or by the Board, a majority of the directors serving may appoint persons to fill them until the next annual meeting, at which the membership shall elect directors to serve for terms that will maintain the practice of electing approximately half the directors each year. The Board of Directors may designate a nominations committee to prepare a slate of candidates to recommend to the membership in the notice of the annual meeting, and additional persons may be nominated at the annual meeting. Directors shall serve until their successors take office. If a director is unable to serve or is absent without reasonable cause from three consecutive meetings, the Board may declare the position vacant, after giving the director at least ten days written notice of its intent to do so. Section 4. The Board of Directors of NAM may hold meetings, both regular and special whether within or without the State of Michigan. Unless otherwise restricted by the Articles of Incorporation. Directors may participate in a meeting of the Board via telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in the meeting pursuant to this Section shall constitute presence in persons at such meeting. Section 5. The first meeting of each newly elected Board of Directors shall be held the month following the Annual Meeting of Members. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. Section 6. Regular meetings of the Board of Directors shall be held monthly. Section 7. Special meetings of the Board may be called by President on four days notice to each director by mail or forty-eight hours notice either personally, by e-mail, telephone or by telegram. Special meetings shall be called by the President in like manner and on like notice upon written request of four directors. The notice shall specify the primary business to be transacted, or the purpose of the special meeting; and the place of the special meeting. Section 8. At all meetings of the Board, a majority of the directors then in office shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the vote of a larger number is specifically required by statute, by the Articles of Incorporation, or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, those present may adjourn the meeting until a quorum shall be present. NAM By-Laws (2003) 5
Section 9. The Board of Directors shall require that all officers and employees of NAM handling or responsible for NAM funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be expenses of NAM. Section 10. Any director of NAM may be removed only upon the affirmative vote of at least fifty-one percent of the members of the type of membership in behalf of which the director was elected. The director who is sought to be removed must be afforded an opportunity to defend himself/herself at the meeting. Section 11. Any person who is a bonafide member of the NAM Organization entity is eligible to be nominated for election to the Board of Directors Section 12. Each Director is encouraged to financially support NAM by making a yearly donation to support special projects organized by the Board. ARTICLE VI OFFICERS Section 1. The officers of NAM shall be chosen by the Board of Directors at its first meeting after each annual meeting of members and shall consist of a President, Vice- President, Secretary, Corresponding Secretary, and Treasurer or such officers as may be designated by the Board of Directors. All Officers shall be directors of NAM. Section 2. President. NAM shall have a President who shall preside at all Association meetings. The President shall be an ex-officio member of all committees except the nominating committee. The President shall appoint all committees, standing or special, subject to the approval of the Board. Section 3. Vice-President. The Vice-President shall perform the duties of the President in the event of the President s death, resignation, or removal, until a new President is appointed as provided in Section Six. Section 4A. Secretary. The Secretary shall record all minutes of NAM. This officer shall be the custodian of the Articles of Incorporation and Bylaws of NAM and incorporate all duly adopted amendments. The Secretary shall be custodian of all records and Bylaws of all member organizations and at the end of his/her term of office, he/she shall turn over all such materials to the duly elected successor or the President if no successor has been selected. This officer shall also receive and review the Articles of these documents are in accordance with the requirements of NAM s Articles of Incorporation. NAM By-Laws (2003) 6
Section 4B. Corresponding Secretary. This officer shall be responsible for A. Conducting the correspondence of the organization; B. Sending out proper notices of all meetings; C. Keeping a current record of member names and addresses, keeping a comprehensive file of all correspondence sent and received, and answering such official mail as directed by the President. At the end of the term of office, he/she shall turn over such materials to the duly appointed successor. Section 5. Treasurer. The Treasurer shall receive all funds of NAM and when duly authorized by the Board, shall disburse these funds. The Treasurer shall keep all accounts of expenditures/receipts and make a report at the meetings of the Board. The Treasurer shall notify member organizations when dues are payable. He/she shall be an ex-officio member of the Planning and Development Committee. The Treasurer shall perform all other financial responsibilities as directed by the Board. Section 6. Vacancy of Officers. The Board of Directors shall fill the vacancy of an officer at its next regularly scheduled meeting and shall notify the membership of such appointment. ARTICLE VII COMMITTEES The Board of Directors may establish committees in order to carry out the purposes of NAM. Standing committees will include, Executive, Planning & Development and Communications. Ad hoc committees will be appointed by the Board President. Section 1. Any committee established shall be chaired by a Board member. Other committee members shall be chosen by the chairperson, subject to Board approval. Section 2. Appointments to all standing or ad hoc committees shall be made by the President subject to Board approval. Appointees shall serve for a term or until their successors are appointed. Section 3. The five officers shall constitute an Executive Committee. The Executive Committee may exercise any powers of the Board between meetings of the Board, unless otherwise provided by law or in the Articles of Incorporation or these Bylaws, except that the Executive Committee cannot reverse a decision previously made by the Board or the annual meeting. Except as otherwise provided in these Bylaws, all decisions of the Executive Committee shall be made at a meeting attended by a quorum NAM By-Laws (2003) 7
consisting of a majority of its members. When there is a need for urgent action or when it is difficult to schedule a meeting, a decision may be made by the Executive Committee in a telephone conference call or similar communications arrangement or by polling the committee members, provided a reasonable effort is made to include all committee members in the process and at least a majority of those in office actually participate. No Executive Committee member may cast a vote by proxy. No Executive Committee member shall vote on a matter that could create a personal conflict of interest unless the possible nature of the conflict has been disclosed to the Executive Committee and the other members present by a majority vote permit the member to vote. Section 4. A youth advisory committee will be appointed by the President to develop and support projects and activities of NAM. ARTICLE VIII MEETINGS Section 1. All meetings of NAM shall be held at the office of NAM or at such other place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Section 2. The annual meetings of NAM shall be held in August or September. If the annual meeting is not held in the months designated therefore, the Board of Directors shall cause a meeting to be held as soon thereafter as is convenient. Section 3. Special meetings of NAM, for any purpose or purposes, unless otherwise provided by statute or by the NAM Articles of Incorporation, may be called by the President, and shall be called by the President at the request in writing of a majority of the Board of Directors or at the request in writing of the authorized representatives of not less than ten percent of all or the full members. Such request shall state the purpose or purposes of the proposed meeting. Section 4. Except as may be provided by statute, written notice of an annual or special meeting of NAM stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each full member and at-large member representative of record. Section 5. Attendance at a meeting, either in person or by designated alternate of at least twenty-five percent of NAM voting members shall be necessary to constitute a quorum for holding a meeting of the members of NAM. NAM By-Laws (2003) 8
ARTICLE IX AMENDMENTS Section 1. These Bylaws may be amended or repealed, or new Bylaws may be adopted, by action of a majority vote of the full members of NAM present except that changes which affect the vested rights of the at-large members shall not be made without the further approval of a majority of such at-large members. Section 2. The process for membership notification will be: to state changes in the newsletter published prior to the Annual Meeting. A second notification will follow by mail ratification. NAM By-Laws (2003) 9