Article I: Name A Non-Profit Organization Incorporated in 1998 in the State of Michigan The name of the organization shall be Eastern Upper Peninsula Search and Rescue (hereafter, EUPSAR). EUPSAR shall be a non-profit organization incorporated under the laws of the State of Michigan. Article II: Purpose Per EUPSAR s Articles of Incorporation, EUPSAR is organized exclusively to provide search and rescue operations and associated support services to law enforcement. EUPSAR can be dispatched only by a law enforcement agency. Our objectives include: - finding and evacuating lost or missing persons; - providing a training structure and documentation to ensure a qualified group of search and rescue volunteer members; and - fund-raising to help EUPSAR better achieve its other stated objectives. Article III: Membership Section III.1. Voluntary Participation. Membership is voluntary and shall be open to any person interested in furthering the purposes of EUPSAR and able to meet the requirements, without regard to race, color, sex, sexual orientation, marital status, national origin, or religion. Section III.2. Eligibility Requirements. Active Members shall: a. pass a background check of criminal and driving record; b. have reached the current age of majority in the State of Michigan (except Youth Membership; see EUPSAR Policies); c. pay the annual dues, as stated in EUPSAR Policies. Section III.3. Membership Termination. Membership in EUPSAR shall terminate upon the member s resignation, failure to pay dues, or expulsion from membership on a basis stated in EUPSAR Policies. EUPSAR Bylaws 2014-12-07 1 of 5
Article IV: Organization of EUPSAR Section IV.1. The Board of Directors (hereafter, the Board). The Board, comprised of the seven elected officers and the Immediate Past President (if still an Active Member), shall: A. direct the administrative activities of EUPSAR; B. be authorized to adopt and publish such policies and procedures as may be necessary and consistent with EUPSAR Bylaws; C. meet at least quarterly (four times a year, once per quarter). D. establish Policies and Procedures to govern the management of the organization. Section IV.2. Officers of the Board of Directors. The elected voting officers are President, Vice President, Secretary, Treasurer, and three Directors. All officers shall be Active Members. The Immediate Past President shall be a non-voting member of the Board. A. The President shall be the chief executive officer of EUPSAR and have overall responsibility for the management of the organization and the direction of EUPSAR s Board. B. The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall also perform such duties as the President requests. C. The Secretary shall keep a complete and accurate account of all proceedings in meetings, shall compile and submit meeting minutes for approval, shall act as archivist for EUPSAR, and perform other duties as requested by the President. D. The Treasurer shall maintain the bank account for EUPSAR, make deposits and disburse money as directed by the Board, shall make financial reports at meetings and prepare financial reports as requested. E. The Directors shall perform any and all duties imposed on them by law, by the Articles of Incorporation, or by these bylaws, and shall oversee all officers of EUPSAR to assure their duties are performed properly. Section IV.3. Incomplete Term of Office. If an Officer is unable to complete his or her term of office, the Board shall appoint an Active Member to fill the position until the next regular election of that Officer. EUPSAR Bylaws 2014-12-07 2 of 5
Section IV.4. Removal from Office. An Officer may be removed from office for just cause in connection with the affairs of the organization by a written 2/3 vote of the Active Members. An Officer may also be removed from office by failing to meet the criteria for Active Member, above. Article V: Nominations and Elections Officers are elected for a term of two years. To provide continuity, elections are staggered as follows. In even years, the President, Treasurer, and one Director shall be elected; in odd years, the Vice President, Secretary, and two Directors shall be elected. Nominations and elections shall take place by mechanisms stated in the EUPSAR Policies. Article VI: Finance Section VI.1. Administrative and Fiscal Year. The Administrative and Fiscal Year shall be from January 1 to December 31. Section VI.2. Membership Dues. Annual membership dues shall be as stated in EUPSAR Policies. Section VI.3. Policies and Procedures. The Board shall establish Policies and Procedures to govern the management of its finances. Article VII: Meetings Section VII.1. Meeting Times. The Board will meet at least once per quarter at a time and location stated in Policies. Regular Active Members will meet at least once per quarter at a time and location stated in the Policies. The annual meeting shall be held in January of each year. Section VII.2. Special Meetings. Special meetings may be called at the discretion of the Board to resolve urgent problems. Special meetings shall also be called if requested by a petition of Active Members, the number as stated in EUPSAR Policies. Section VII.3. Quorum. A quorum of a simple majority of Board members is required for any business to be transacted at that meeting. Informational meetings do not require a quorum, but no business or voting can take place if there is no quorum. EUPSAR Bylaws 2014-12-07 3 of 5
Section VII.4. Parliamentary Procedure. Meetings shall be conducted in accordance with parliamentary procedures as stated in EUPSAR Policies. Section VII.5. Notification of Meetings. Notification of meetings will be made to the entire membership at least five calendar days prior to the meeting, except in the case of special meetings where time is of the essence. Notification mechanisms are stated in EUPSAR Policies. All meetings are open to all Active Members, except those dealing with matters governed by federal and Michigan generalized privacy laws. Article VIII: Conflict of Interest Any EUPSAR member who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending, such that it may prevent that member from acting impartially, will offer to abstain from discussing or voting on the matter. Article IX: Amendments These Bylaws may be amended by a two-thirds written vote of Active Members, provided a copy has been made available to each member at least thirty (30) days prior to the vote. Article X: Dissolution Per amendment to EUPSAR s Articles of Incorporation, Article VII: Upon the dissolution of the corporation, assets shall be distributed equally between the Luce County Sheriff s Department and Alger County Sheriff s Department for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization, as said Court shall determine, which are organized and operated exclusively for such purposes. EUPSAR Bylaws 2014-12-07 4 of 5
These Bylaws were approved by the EUPSAR membership on December 7, 2014, and are effective immediately. Louis A. Bailey, Sr., President Lois Fighter, Treasurer Margaret M. Kennedy, Secretary EUPSAR Bylaws 2014-12-07 5 of 5