|
SAGINAW COUNTY CONVENTION & VISITORS BUREAU, INC.
BYLAWS
Adopted May 20, 2003
ARTICLE I
NAME AND OBJECT OF CORPORATION
Section 1. Name. This Corporation shall be known as the Saginaw County Convention & Visitors Bureau, Inc., hereafter called the Corporation.
Section 2. Organizational Objective. The Corporation shall be a Michigan 501 (c) 6 Non-profit Corporation, the objectives at the time of incorporation were:
To bring conventions, conferences and trade shows to Saginaw County, and to extend assistance and specific services to them in order to assure the success of their activity and the well-being of those who attend.
To encourage and facilitate increased visitor travel to Saginaw County through suitable publicity and promotion, and the conducting of information activities for the handling of inquiries and the direction of visitors within the area.
Section 3. The Mission. The Mission of the Saginaw County Convention & Visitors Bureau is to increase overnight visitation to Saginaw County.
ARTICLE II
BOARD
Section 1. Business and Management. A Board, hereinafter referred to as the Board, shall manage the business, property and affairs of this Corporation.
Section 2. Governing Body. The Board shall govern the business, property and affairs of this Corporation. To be qualified for Board membership, said person must be a principal* of an organization.
Section 3. Number. The Board shall consist of fifteen (15) Board of Director Members hereinafter referred to as Members.
Section 4. Manner of Selection and Term of Office. One (1) Member shall be a presently serving Commissioner on the Saginaw County Board of Commissioners, as designated by the Chairman of the Saginaw County Board of Commissioners. The remaining fourteen (14) Members shall be selected in accordance with the following:
A. The initial Board shall consist of the designated County Commissioner, as described above, together with the twelve (12) incorporators of the Corporation and two (2) additional Members to be selected by these thirteen (13) individuals. These fifteen (15) Members shall all serve as Members for calendar year 1987. During 1987, the fourteen (14) Members, exclusive of the Commissioner Member, shall divide themselves into three (3) groups, one (1) group of five (5) who have a one (1) year term expiring December 31, 1987, one (1) group of five (5) who have a two (2) year term expiring December 31, 1988 and one (1) group of four (4) who have a three (3) year term ending December 31, 1989.
- All Members elected thereafter shall be elected to two (2), three (3) year terms. Members whose terms are not expiring shall elect replacements for the departing Board Members in December of each year. No Member may serve more than two (2) elected, consecutive three (3) year terms. (See addendum for terms of expiration)
- The Board shall establish a Member Nominating Committee to provide nominations for the above election. The Chairman of the Board shall appoint the Nominating Committee with final approval of the committee made by the Board.
Section 5. Vacancies in Office. Vacancies on the Board, whether occurring because of resignation or for any other reason, the remainder of the term shall be filled by appointment made by majority vote of a quorum of the remaining Members of the Board, acting at a regularly called meeting; provided, however, that if the Saginaw County Commissioner Member is the vacancy, such vacancy shall be filled by the selection of another Commissioner by the Chairman of the Saginaw County Board of Commissioners.
Section 6. Quorum. A simple majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; and, except as otherwise required by law, the act of a majority of the Members present at meeting at which a quorum is present shall be the act of the Board.
Section 7. Ex-officio Board Members. Ex-officio Board Members may be appointed to the Board at the discretion of the Members. Ex-officio Members may participate fully as Members with the exception that they do not possess voting privileges. As with Members, Ex-officio Members must be principals of the organizations they represent. Ex-officio Members are organizations whose primary focus is commerce development within Saginaw County.
Section 8. Meetings. Meetings may be called by either the Chairman of the Board or in the absence of the Chairman of the Board, by the Vice Chairman of the Board or upon written request of eight (8) Board Members. Notice of the time, place and subject matter of each meeting shall be given to each Board Member. Notice must be posted as a public meeting at least forty-eight (48) hours before the meeting date and time. All meetings shall be conducted according to the rules of the Board; however, in the absence of specific rules, Roberts Rules of Order will apply. Under special circumstances the Board may, by majority vote, suspend the aforementioned rules.
A. Absence by any single Member from four (4) scheduled Board meetings within any calendar year may be deemed as resigned from their position.
B. The Annual Meeting of the organization shall be held in the month of September of each year.
ARTICLE III
OFFICERS
Section 1. Number and Qualifications. The officers of the Corporation shall be the Chairman of the Board, the Vice Chairman of the Board, the Past Chairman of the Board, the Treasurer, the Member at Large, and the President.
Section 2. Selection. The Board shall select the officers of the Corporation. The Board may fill a vacancy in any office by a majority vote.
Section 3. Removal. The Board may remove any officer at any time, with or without cause, by a 2/3 vote of the Board.
Section 4. Duties. The duties of the officers of the Corporation shall be:
- The Chairman of the Board, Immediate Past Chairman, Vice Chairman, Treasurer, Member at Large and President in committee form shall make up the Executive Committee. The Executive Committee shall act as a representative of the Board and shall be directly responsible to said body. Each committee Member, with the exception of the President, shall have full voting privileges.
B. The Current Chairman of the Board, if needed, will appoint the Immediate Past Chairman to a one year term to allow that individual to complete their service to the Executive Committee.
C. The Chairman of the Board shall preside at all Board and Executive Committee meetings; shall cast a deciding vote on all questions on which there may be an equal division of the Members; shall effect supervision over the President; shall sign checks if necessary; and shall perform such other duties as may be assigned by a meeting of the Board.
D. The Vice-Chairman shall, in the absence of the Chairman of the Board, perform all duties of the Chairman of the Board; shall succeed to the office of Chairman of the Board in event of a disqualification or vacancy in the office of Chairman of the Board; and perform such other duties as may be assigned by a meeting of the Board.
- The Treasurer shall review all financial information; and shall assure that a yearly financial statement and audit be compiled by an authorized accountant, and published for information. The Treasurer shall sign checks if necessary and perform such other duties as may be assigned by a meeting of the Board.
- The Member at Large is a Member with a minimum of one year of Board experience, confirmed by the Members; shall assure that accurate and timely communication of Executive Committee Agenda items be provided to the Members.
- The President shall be directly responsible to the Board; shall execute such duties as determined by the Board; shall provide for the keeping of all correspondence, records and meeting minutes of the organization; shall sign checks; shall be responsible for the day to day operation of the organization; and shall in every way strive to advance the interests of the organization in accordance with the highest standards of ethical conduct, and in accordance with the laws of the land.
ARTICLE IV
ACTION BY WRITTEN CONSENT
Section 1. Consent to Actions. If and when all Members shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid a Corporation action as though it had been authorized at a meeting of the Board.
ARTICLE V
EXECUTION OF INSTRUMENTS
Section 1. Contracts and Instruments Generally. Contracts and other instruments shall be executed by either the Chairman of the Board or the President.
Section 2. Checks and Drafts. All checks, drafts and orders for payment of money shall be signed in the name of the Corporation. The Chairman of the Board, Treasurer and President are authorized to sign checks. Checks drafted to the President (other than payroll related items), for any reason, are to be signed by the Chairman of the Board or the Treasurer, not by the President alone. Checks in equal to or in excess of $10,000.00 must be approved by the Members and must possess signatures of two (2) authorized persons.
Section 3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board may elect.
ARTICLE VI
COMMITTEES
Section 1. The Board shall annually approve the following Standing Committees:
A. Marketing Committee. Five (5) Members will comprise the Marketing Committee. These five (5) Members are appointed by the Chairman of the Board and approved by majority vote of the Board.
B. Procedures & Policy Committee. Three (3) Members will comprise the Procedures and Policy Committee. These three (3) Members are appointed by the Chairman of the Board and approved by majority vote of the Board.
C. Nominating Committee. Three (3) Members will comprise the Nominating Committee. These three (3) Members are appointed by the Chairman of the Board and approved by majority vote of the Board.
D. Budget/Audit Committee. Three (3) Members will comprise the Budget/Audit Committee. These three (3) Members are appointed by the Chairman of the Board and approved by majority vote of the Board.
Section 2. The Chairman of the Board has the privilege to attend all committee meetings and does possess a vote on all committees. The Chairman of the Board shall appoint existing Members to committees. All committee approvals rest with the Board of Directors.
Section 3. The President is required to attend all committee meetings and does not possess the privilege of a vote. All committee recommendations and findings must be returned to the Board for review and approval prior to implementation.
Section 4. Additional committees may be appointed as the Board deems necessary or appropriate. Appointments to committees shall be made by the Chairman of the Board with the approval of a majority vote of the Board.
ARTICLE VII
MEMBERSHIP
Section 1. The Board may determine to create memberships in the Corporation. Memberships shall carry with it such rights and obligations as established by the Board. The Board shall have authority to establish a dues structure for Members. Members may be firms, associations, or individuals.
ARTICLE VIII
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall be October 1 through September 30. This fiscal year is established with the purpose to coincide with the Saginaw County Government’s fiscal year.
ARTICLE IX
INDEMNIFICATION
Section 1. Members shall be mindful of potential conflicts of interest that may arise for them individually on matters that come before the Board. The Board is to uphold a high standard of transparency in Board transactions and processes and to commit itself to maintaining the integrity of the organization. As such, potential conflicts arising from employment, marital, or proprietary relationships should be avoided, whenever possible, in order to prevent the appearance of impropriety.
Section 2. Any person shall be indemnified and reimbursed by the Corporation for expenses actually and reasonably incurred by him/her and liabilities imposed upon him/her in connection with or arising out of any action, suit or proceeding, civil or criminal, or threat thereof, in which he/she may be involved by reason of his/her being or having been a Member, officer, or employee of the Corporation, or of any firm, corporation or organization which he/she served in any capacity at the specific request of the Corporation, to the maximum extent permitted by, and in accordance with, the relevant provisions of the Michigan Business Corporation Act and the Michigan Non-Profit Corporation Act. Neither the Corporation nor its Members shall be liable to anyone for determination of such Members or officers as to the existence or absence of conduct which would provide a basis for making or refusing to make any payment hereunder or for taking or omitting to take any other action hereunder, in reliance upon the advice of counsel. A court of competent jurisdiction may make a determination as to the right of a person to indemnification and reimbursement hereunder in any specific case upon the application of such person, despite the failure or refusal of the Members to make provision therefore. The foregoing right of indemnification and reimbursement shall not be exclusive of other rights to which such person may be entitled as a matter of law and shall inure to the benefit of his/her heirs, executors and administrators. Notwithstanding anything herein to the contrary, the right of indemnification herein provided shall be applicable only to the extent that such liabilities and expenses are not otherwise recoverable by or through (i) policies of insurance which may be carried by or for the benefit of such person, or this corporation, or any other corporation or organization, or (ii) other rights against unrelated third parties. The indemnification rights covered herein shall continue to apply to an individual who has ceased to be a Member, officer or employee.
ARTICLE X
AMENDMENT
Section 1. These Bylaws may be amended at any meeting of the Board by the action of a majority vote of the Members then in office, provided written notice, accompanied by a brief stating the proposed changes, are provided to all Members of the Board at least seven (7) days prior to the meeting.
ARTICLE XI
ENDORSEMENTS
Section 1. The Saginaw County Convention & Visitors Bureau will not endorse a candidate for office.
Section 2. The Saginaw County Convention & Visitors Bureau will not endorse a business or product without a majority vote of the Members.
Section 3. The Saginaw County Convention & Visitors Bureau will not align itself with any single political party nor lobby for or against the passage of bills, laws or legislation without the majority vote of the Members.
ARTICLE XII
DISSOLUTION
Section 1. In the event of the organization’s dissolution, all remaining real and personal property of the organization will revert to the benefit of the Saginaw County Government as determined by the Saginaw County Board of Commissioners.
(Reference Article II, Section 2) NOTE: The definition of principal* of the organization is a person from an organization possessing the authority to commit organizational time, talents and resources without the need for another’s approval. This person is in the top level of organizational management of the organization.
|
