FRIENDS OF THE SAUGATUCK WOMAN’S CLUB, INC. PREAMBLE of Articles of incorporation This corporation shall be known as Friends of the Saugatuck Woman’s Club, Inc. and shall have the following purpose: The corporation is formed for historic preservation, educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. No part of the earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of this document, the organization shall not carry on any activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal Government, or to its State or Local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court of the County, in which the principal office of the organization is then located, exclusively for such purposes or to such organizational or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
BY LAWS ARTICLE I OFFICES
1.01 Principal Office. The principal office of the corporation shall be at such place within the state of Michigan as the board of directors may determine from time to time. 1.02 Other Offices. The board of directors may establish other offices in or outside the state of Michigan.
ARTICLE II MEMBERS
2.01Membership Dues. The Board shall determine the amount of the annual membership dues. Members are entitled to all rights as members so long as dues payment is not past due.
2.02 Eligibility for Membership. To be eligible for membership, an individual/organization must support the purposes of the corporation and pay annual membership dues. The Board shall have the right to terminate a membership with or without cause, upon return of a pro-rated portion (based on the length of membership during the current year) of the individual’s annual dues.
2.03 Termination of Membership. Membership shall be terminated by the board of directors on the occurrence of any of the following events: (a) Failure to pay dues by annual dues deadline. (b) For cause, as determined by the board of directors, in the event of which the member shall be notified of such action in writing. (c) Dues are not refundable
2.04 Honorary membership. The Board may appoint honorary members, giving such benefits as it determines appropriate, including but not free lifetime memberships.
2.05 Annual Meeting. The annual meeting of the members shall be held in October, or as close thereto as is reasonably possible, for the purpose of electing the Board of Directors during even numbered years, and transacting such other business as may properly come before the meeting. All membership meetings (special or otherwise) shall be at a location chosen by the President or Board of Directors and stated in the meeting notice. Notice shall be given personally, by email or by mail to each member at his/her most recent contact information in the corporation records.
2.06 List of Members. The Secretary and/or Treasurer or the agent of the corporation having charge of the membership records of the corporation shall make and certify a complete list of the members entitled to vote at a membership meeting or adjournment. The list shall be arranged alphabetically, be subject to inspection by the members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.
2.07 Voting. Each member is entitled to one vote. When an action, other than the election of the directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute. Directors shall be elected by a plurality of votes cast at any election.
2.08 Meeting by Telephone or Similar Equipment. Not more than once a year, a member may participate in a membership meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
ARTICLE III BOARD OF DIRECTORS AND OFFICERS
3.01 General Powers. The corporation is organized on a non-stock, membership basis. The business, property and affairs of the corporation shall be managed by the board of directors.
3.02 Number. There shall be up to eight (8) and no less than three (3) directors on the Board. The officers of the corporation shall be selected among the Board members by the Board. The officers of the Board shall be the President, who shall also act as the Chairperson of the Board, Vice Chair for Asset Management, Vice Chair for Marketing and Fund Raising, the Secretary and the Treasurer. The Board may appoint other officer positions. Either Vice Chair may step up for nomination to the President / Chairperson, but if both Vice Chairs decline or are otherwise unavailable to assume the position, nominations will be open to any person who is a member of the corporation.
3.03 Tenure. Directors shall be elected at the annual membership meeting held in even numbered years, to hold office for two years or until the director’s death, resignation or removal.
3.04 Resignation. A director may resign at any time by providing written notice to the corporation. Notice of resignation will be effective on receipt or at a later time designated in the notice. A successor shall be appointed as provided in section 3.06 of the bylaws.
3.05 Removal. Any director may be removed by a majority vote of the entire membership. The Board may remove officers by majority vote of the Board.
3.06 Board Vacancies. A vacancy on the board may be filled with a person selected by the remaining directors of the board, even though the remaining directors may constitute less than a quorum of the board of directors. Each person so elected shall be a director for a term of office continuing until the next election of directors by the members.
3.07 Chairperson. The Chairperson shall be the chief executive officer of the corporation and shall have authority over the general control of the business and affairs of the corporation, subject, however, to the right of the board to delegate any specific power, except such as may be by statute exclusively conferred upon the Chairperson, to any other person. The Chairperson shall preside over all meetings of the board and members.
3.08 Vice Chair for Assets Management. The Vice Chair shall have the power to perform duties that may be assigned by the Chairperson with board approval.
3.09 Vice Chair for Marketing and Fund Raising. The Vice Chair for Marketing and Fund Raising shall have the power to perform duties that may be assigned by the Chairperson with board approval.
3.10 Secretary/Membership. The secretary of the corporation shall keep the minutes of all the meetings of the members and the board by hardcopy and a digital copy. Minutes will be kept in perpetuity and passed on to new Secretary. He or she shall attend to the giving and receiving of all notices by the corporation, including acknowledgements and “Thank You notes” for donations. He or she shall maintain a roster of all the members and shall present such roster at the annual meeting and any other meeting of the general membership, to validate the voting rights of those in attendance.
3.11 Treasurer. The Treasurer shall manage and keep an account of all money, funds and property of the corporation, unless otherwise determined by the board, and shall render such accounts and present such statements to officers and Chairperson bimonthly.
ARTICLE IV BOARD OF DIRECTORS MEETINGS
4.01 Annual Board Meeting. An annual meeting shall be held each year in October immediately following the annual membership meeting. If the annual meeting is not held at that time, the board shall cause the meeting to be held as soon thereafter as is convenient.
4.02 Regular Board Meetings. Regular meetings of the board may be held at a reasonable time and place as determined by a board resolution without notice other than the resolution.
4.03 Special Board Meetings. Special meetings of the board may be called by the chairperson or any two directors at a reasonable time and place as determined by those authorized to call special meetings. Notice of the time and place of the special meetings shall be given to each director in any manner at least three days before the meeting.
4.04 Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular meeting of the board need be specified in the notice for that meeting. The purpose or purposes of any special meeting of the board shall be specified in the notice for the meeting.
4.05 Waiver of Notice. The attendance of a director at a board meeting shall constitute 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. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
4.06 Meeting by Telephone or Similar Equipment. A director may participate in a meeting by conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence at the meeting. A quorum of the Executive Board may convene an emergency meeting of the Executive Board via email and conduct business. That business shall constitute authorized actions of the Board.
4.07 Quorum. A majority of the elected Board members constitutes a quorum for the transaction of any business at any meeting of the Board. However, these Articles of Incorporation or these bylaws cannot be amended without at least two-thirds of the Board approving the amendment.
4.08 Consent to Corporate Actions. Any action required or permitted to be taken pursuant to board authorization may be taken without a meeting if, before or after the action, all directors consent to the action in writing, written consents shall be filed with the minutes of the proceeding.
ARTICLE V COMMITTEES
The Chairperson shall appoint temporary committees with Board approval and provide each committee with the extent of their activities and powers. Some will be standing committees and some will be ad hoc.
ARTICLE VI EXECUTION OF CORPORATE DOCUMENTS
No person may indebt the corporation, issue loans, or enter into agreements on behalf of the corporation without approval of the Board of Directors. This provision is not intended to prohibit activities done in the ordinary course if such general activities were approved by the Board and were done within the scope of the individual’s authority.
ARTICLE VII INDEMNIFICATION
7.01 Nonderivitive Actions. Subject to all other provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a director or officer of the corporation, or who was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgment’s, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of novo contend ere or its equivalent, shall not by itself create an assumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal act or proceeding, the person had reasonable cause to believe that his or her conduct was illegal.
7.02 Derivative Actions. Subject to all the provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is a director or officer or the corporation or (b) the person was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation or its members. However, indemnification shall not be made for any claim, issue, or manner in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonable entitled to indemnification for the expenses which the court considers proper.
7.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 7.01 or 7.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided in this article.
7.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 7.03 of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.
7.05 Determination That Indemnification Is Proper. Any indemnification under sections 7.01 or 7.02 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the special case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 7.01 and 7.02, whichever is applicable. Such determination shall be made in any of the following ways: (a) By a majority vote of a quorum of the board consisting of directors not parties to such action, suit, or proceeding. (b) If the quorum described in (a) above is not obtainable, then by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors. (c) By independent legal counsel in a written opinion. (d) By the members.
7.06 Proportionate Indemnification. If a person is entitled to indemnification under sections 7.01 or 7.02 of this article for a portion of expenses, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, and amounts paid in settlement for which the person is entitled to be indemnified.
7.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 7.01 or 7.02 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited obligation of the person on whose behalf advances are made but need not be secured.
7.08 Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
7.09 Indemnification of Employees and Agents of the corporation. The corporation may, to the extent authorized from time to time by the board, grant rights of indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.
7.10 Insurance. The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee or agent of the corporation or (b) was or is serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Michigan.
7.11Changes in Michigan Law. If there are changes in Michigan statutory provisions applicable to the corporation and related to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.
ARTICLE VIII COMPENSATION
When authorized by the board, a person shall be reasonably compensated for services rendered to the corporation as an independent contractor, except as prohibited by these bylaws.
ARTICLE IX FISCAL YEAR
The fiscal year of the corporation shall end on December 31.
ARTICLE X AMENDMENTS
The board of directors at any regular or special meeting may amend or repeal these bylaws by vote of a majority of the directors, if notice setting forth the terms of the proposal has been given in accordance with any notice requirement for such meeting of the board.
Adopted by the membership this 14th Day of March , 2017. Amended by the Board of Directors on
BONNIE LOWE, Chairperson
Friends of the Saugatuck Woman’s Club Conflict of Interest Policy
This policy is being developed to protect the tax exempt status of the Organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or may result in an excess benefit transaction. This policy is intended to supplement but not replace any state or federal laws governing conflict of interest applicable to nonprofit or charitable organizations.
1. Interested person Any officer, director or member of a committee with governing board delegated powers, who has direct or indirect financial interest, as defined below, is an interested person.
2. Financial interest A person has a financial interest if the person has, directly or indirectly, through business investment or family: a. An ownership interest or investment in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts and favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
ARTICLE III Procedures
1.Duty to Disclose In connection with any actual or potential conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all the material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2.Determining Whether a Conflict of Interest exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of the conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at a governing board or committee meeting, but after the presentation he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the transaction or arrangement. c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances nor producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organizations best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy a. If a governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member the opportunity to explain the alleged failure to disclose. b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IVRecords of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature if the financial interest, any action taken to determine if an actual conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b. The names of the person’s who were present for discussions or votes relating to the transaction of arrangement, the content of the discussion, including any alternatives to the transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE VCompensation a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to the member’s compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, individually or collectively, is prohibited from providing any information regarding compensation.
ARTICLE VIAnnual Statements Each director, principal officer and member of a committee that has board delegated powers shall annually sign a statement that affirms such person: a. Has received a copy of the conflict of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy and d. Understands the Organization is charitable and in order to maintain it’s tax-exemption it must engage primarily in activities which accomplish it’s tax-exempt purposes.
ARTICLE VIIPeriodic Reviews To insure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organizations written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
ARTICLE VIIIUse of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted.