|
|
By Laws
Bylaws of the Regional Educational Media Center Association of Michigan.
ARTICLE I: NAME
The name of this organization shall be the Regional Educational Media Center Association of Michigan, Inc. ("REMCAM").
ARTICLE II: PURPOSE
The purpose of REMCAM shall be:
(1) To promote the use, design, development, and efficient management of media to enhance the Michigan goals of education for K-12 learners.
(2) To provide leadership and a united voice in gaining support for educational media programs, especially through the REMC system.
(3) To develop and implement cooperative projects which promote further cost-effective services.
(4) To enhance professional capabilities of members.
(5) To share ideas and compare methods with others of similar interest.
(6) To explore ways in which REMCAM can assist the State Department of Education and local districts in the implementation of the Michigan goals for education for K-12 learners.
ARTICLE III: ORGANIZATION
Section 1. REMCAM is organized as a not for profit corporation under the laws of the State of Michigan and is organized exclusively for charitable, religious, scientific, literary and educational purposes, including direct contributions to organizations that qualify as exempt organizations pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), as amended, and its accompanying regulations.
Section 2. No part of the net earnings of REMCAM shall inure to the benefit of any director or officer of REMCAM, or any private individual (except that reasonable compensation may be paid for services rendered to or for REMCAM for one or more of its purposes) and no director or officer of REMCAM, or any private individual, shall be entitled to share in the distribution of any of REMCAM's assets on dissolution of REMCAM. No substantial part of the activities of REMCAM shall be the carrying on of propaganda or otherwise attempting to influence legislation and REMCAM shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 3. Notwithstanding any of provision of these Bylaws, REMCAM shall not conduct or carry on any activities not permitted to be conducted or carried out by an organization exempt under Section 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended or by an organization contributions to which are deductible under Sections 170(b)(1) and (2) or other applicable sections of the Code and regulations as they now exist or as they may hereafter be amended.
ARTICLE IV: DISSOLUTION
Upon the dissolution of REMCAM or the winding up of its affairs, the assets of REMCAM shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the applicable provisions of Code sections and Section 501(c)(3) of the Code and their respective regulations as they now exist or may hereafter be amended.
ARTICLE V: MEMBERSHIP
Section 1. The membership shall consist of the designated professional representative from each of the 22 Regional Educational Media Centers and REMC Satellite Centers.
Section 2. Membership fees shall be set annually at the organizational meeting by a vote of the membership.
Section 3. Voting members will be those who have paid their dues as determined by the secretary's records.
ARTICLE VI: LIABILITY
Section1.
(1) A volunteer director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for a breach of the volunteer director's fiduciary duty, except for liability:
(a) For a breach of the volunteer director's duty of loyalty to the Corporation or its members;
(b) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) For a violation of Section 551(a) of the Michigan Nonprofit Corporation Act;
(d) For a transaction from which the director derived an improper personal benefit; or
(e) For an act or omission that is grossly negligent.
(2) If, after approval by the members of this provision, the Michigan Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a volunteer director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act, as
so amended.
(3) Any repeal or modifications of the foregoing provisions of this Article by the members of the Corporation shall not adversely affect any right or protection of a volunteer director of the Board existing at the time of such repeal or modification.
Section 2.
The Corporation assumes all liability to any person other than the Corporation or its members for all acts of a volunteer director incurred in the good faith performance of the volunteer
director's duties.
Section 3.
In addition to, and not in limitation of, the provisions in Article VI above, the Corporation assumes the liability for all acts or omissions of a volunteer director, volunteer officer or other volunteer if all of the following are met:
(a) The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;
(b) The volunteer was acting in good faith;
(c) The volunteer's conduct did not amount to gross negligence or willful and wanton misconduct;
(d) The volunteer's conduct was not an intentional tort; and
(e) The volunteer's conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.
ARTICLE VII: ORGANIZATIONAL STRUCTURE
Section 1. Officers
(1) Past President
(2) President
(3) President-elect
(4) Secretary
(5) Treasurer
(6) Member-At-Large
Section 2. Election. Officers shall be elected prior to the first regular meeting of the fiscal year and must be dues paying members in good standing at the time of nomination. Nominations will be presented at the May meeting for acceptance. Nominations from the floor will also be solicited and accepted at this meeting. Ballots will be mailed to voting members after
the May meeting and results announced in the minutes of that meeting.
Section 3. Term of Office. Elected officers shall serve for a term of one, two or three years from the date of election or until their successors are elected at the next regular election. The secretary term is 2 years. The treasurer term is 3 years.
Section 4. President. The president will serve for a term of one year, from July 1 to June 30, and assume the office of Past President for one year at the conclusion of his/her term as President.
The President shall:
• Schedule, preside at and make site arrangements for Association meetings
• Make appointments for specific tasks of the Association as needed
• Represent (or delegate representation) the Association at state, regional and national meetings, as required
• Serve as chair of the Executive Committee
• Serve as an ex-officio member of all committees
• Serve as the liaison for the purpose of facilitating communication among the Association's committees and projects to ensure that committee and/or project activities occur in a timely fashion (e.g. the review of existing projects, request for new projects, and nominations, etc.)
• Direct and evaluate the work of the Executive Director
Section 5. Past President. The past president will serve for a term of one year, from July 1 to June 30, of the year immediately following the conclusion of his/her term as President.
The Past President shall:
•Serve as a member of the Executive Committee
•Serve as chair of the Nominating Committee
•Serve as chair on the Statewide Cooperative
Services Committee
Section 6. President-elect. The President-elect shall serve for a term of one year, from July 1 to June 30, and assume the Presidency at the end of his/her term as President-elect.
The President-elect shall:
•Serve as a member of the Executive Committee
•Perform the duties of the President in the absence of that officer
•Succeed to the Presidency after serving one year as
President-elect
•In the event the President is unable to serve his/her full term, the President-elect shall succeed to the unexpired remainder of the term and continue through his/her own term
•Serve as chair of the In-Service Committee
Section 7. Secretary. The Secretary shall serve for a term of two years, July 1 of the first year to June 30 of the second year.
The Secretary shall:
•Serve as a member of the Executive Committee
•Keep minutes of all Executive Committee and business meetings of the Association, disseminating the same to the Association within two weeks of the meeting
•Send and receive correspondence when requested by the President and/or Association
•Serve on the Futures and Research Committee
•Maintain and electronic archive of records
Section 8. Treasurer. The Treasurer shall serve for a term of three years, July 1 of the first year to June 30 of the third year.
The Treasurer shall:
•Serve as a member of the Executive Committee
•Keep a record of all deposits and expenditures and oversee the financial record keeping of the Association
•Submit a written report of the condition of the treasury at all business meetings of the Association
•Keep the status of all funds maintained by various fiscal agents current and report the status to the organization quarterly.
•Prepare a detailed annual report, including the disposition of project dollars, for the Association
Section 9. Member-At-Large. The Member-At-Large shall serve for a term of one year, from July 1 to June 30.
The Member-At-Large shall:
•Serve as a member of the Executive Committee
Section 10. Executive Committee. The Executive Committee shall be made up of the officers of REMCAM and one member-at-large elected by the body.
Section 11. Vacancies. In case of vacancy in the offices of President-elect, Secretary or Treasurer, the Executive Committee shall appoint a member of REMCAM to serve until the next regular meeting.
Section 12. Recall of Officers. A petition for recall of any officer must be signed by four (4) members of REMCAM. Recall may occur on 2/3 vote of the membership after petition, notification and thorough discussion takes place.
ARTICLE VII: MEETINGS
Section 1. Regular meetings shall be held at least four
(4) times a year.
Section 2. Special meetings may be called by the Executive Committee or by any four (4) members' signatures with adequate notification to all of the membership.
Section 3. Date and location of regular and special meetings shall be determined by the Executive Committee. Notice shall be given to general membership at least thirty (30) days in advance of regular meetings and upon reasonable notification for
special meetings.
Section 4. Emergency business shall be handled by the Executive Committee.
ARTICLE IX: COMMITTEES
Section 1. Standing Committees: Formed for the appropriate governance of the Association. Standing Committees are Statewide Cooperative Services Committee, Public Relations Committee, In-Service Committee and Executive Committee.
Section 2. Ad Hoc Committees: Shall be formed for specific reason and shall function until dissolved by the Executive Committee or the task is completed.
Section 3. Operational Committees: Shall be formed to support the day-to-day activities for a specific project or activity and shall function as long as the project and/or activity is supported by the organization.
Section 4. Appointments shall be at the pleasure of the Executive Committee.
Section 5. No committee shall function on behalf of REMCAM without direction from the Executive Committee and/or the REMCAM membership.
Section 6. Reports shall be made to:
(1) The Executive Committee on demand.
(2) REMCAM membership in session or in writing.
Section 7. Executive Committee meeting may be called by the President or by the request of any two (2) Executive Committee members.
Section 8. Personal committee expenses, unless specifically preauthorized by the REMCAM Executive Committee, stating amount and items to be reimbursed, shall not be reimbursable.
ARTICLE X: NAMTC REPRESENTATIVE
Section 1. A representative to the National Association of Media and Technology Centers (NAMTC) Board of Directors will be selected annually. Reimbursement for travel to annual meetings will be made by the Association.
ARTICLE XI: RULE
Section 1. A quorum shall be those members present.
Section 2. Parliamentary procedure shall be according to Robert's Rules of Order.
ARTICLE XII: AMENDMENTS
Section 1. These Bylaws may be amended by 2/3 majority of those members voting at a regular or special meeting.
ARTICLE XIII: FISCAL YEAR
Section 1. Fiscal Year shall be July 1 through June 30.
Adopted 8/20/69
Revised 9/15/71
Second Revision 3/21/73
Third Revision 3/21/79
Fourth Revision 6/26/81
Fifth Revision 12/1/81
Sixth Revision 12/6/83
Seventh Revision 1/9/92
Eighth Revision 6/97
Ninth Revision 3/12/02
Tenth Revision 03/13/07
|
