Adopted July 16, 2014
Bylaws of Traverse City Curling Club, Inc.
Michigan nonprofit corporation
Traverse City Curling Club By-Laws
Name and Organization
1.1 Name. The name of this corporation is Traverse City Curling CIub, lnc. (the “Corporation”).
1.2 Organization. The Corporation is organized on a directorship basis as a Michigan nonprofit corporation in accordance with the provisions of the Michigan Nonprofit Corporation Act, being Act 162 of the Public Acts of L982, as amended (the “Act”).
The mission of the Traverse City Curling Club is to build a strong community through the sport of curling.
3.1. Principal Office. The principal office of the corporation shall be 1600 Chartwell Dr, Suite A, Traverse City, Ml 49696, or at such other location as the Directors may from time to time determine.
3.2 Other Offices. The Corporation may also have offices at such other places as the Directors may select.
4.1 Honorary Membership, The corporation may grant the status of Honorary Member to adult individuals as set forth below. Additional classes of Honorary Membership may be created as the Directors see fit, but such persons shall not have the rights of members under the Michigan Nonprofit Corporation Act, including any voting rights.
4.2 Applications for Honorary Membership. All Applications for membership shall include the appropriate membership fee and be in writing. The corporation will not restrict Honorary Membership based upon race, sex, national origin, sexual orientation, or other federally restricted classes.
4.3 Dues. All member dues and fees shall be paid according to the table of amounts and due dates as established by the Board of Directors from time to time. Any Honorary Memberwho fails to pay such dues orfees within the timeframe as established bythe Board of Directors may have his or her Honorary Membership suspended or terminated by the Board of Directors, at its discretion.
4.4 Rules. The Board of Directors may create rules governing Honorary Membership in the Corporation, which may be amended by the Board of Directors from time to time.
4.5 Number of Honorary Members. Board of Directors shall determine the limit on the number of members of the corporation in each classification.
4.6 Termination of Honorary Membership Rights. Every right and all interests of each Honorary Member to the property and privileges of the corporation shall cease upon termination of their membership or death.
4.7 Resignation of Honorary Membership. Members may be considered as having submitted a resignation if dues and other fees have not been paid by the deadline established by the Board of Directors.
4.8 Expel from Honorary Membership. ln case a mernber shall be guilty of any violation of these bylaws or rules, or in case their conduct may endanger, or tend to endanger the welfare, interest or character of the corporation, the Board of Directors, at a regular or special meeting, may censor or suspend the offending member, or by the vote of two-thirds (66%) of the Directors, may expel the offending member; but before each member shall be expelled, twenty (20) days’ notice in writing shall be given to the member, and who shall be furnished with a copy of the charges and shall be given time to be heard by a committee of or the full Board of Directors.
Board of Directors
5.1 Number, Election and Term. The Board of Directors shall consist of not less than seven (7) duly elected officers; all of whom must be Honorary Members. The Board of Directors shall have charge and supervision of any buildings, equipment or other property and affairs of the corporation, appoint the skips where necessary, and may adopt such rules for playing games and the use of the corporation’s facilities, and property as shall be deemed advisable, but not in conflict with curling rules of the United States Curling Associations or the World Curling Federation when applicable.
The election of officers shall be held at the Annual Meeting each year. ln case of failure to elect any officers at that time, such election may be held at a special meeting. The election of all Directors shall be conducted according to Robert’s Rules of Order. Nominations for Directors shall be made by the Board of Directors or by any member wishing to do so. Directors will be elected to a staggered three-year term. The initial Board of Directors will consist of one set of Directors elected for a one (1) year term, one set of Directors elected for a two-year-term, and one set of Directors elected for a three (3) year term. Thereafter, the term of office of any Director shall be a term of three (3) years.
5.2 Representatives. The Board of Directors shall also appoint a representative to the United States Curling Association of America as each need arises.
5.3 Powers. The Directors shall have all powers and authority necessary for the management of the business of the corporation, including the power to borrow money, or to purchase, sell, lease, or otherwise dispose of any real estate.
5.4 Quorum. A majority of the Directors present in person at any duly convened, annual, regular, or special meeting after proper notice shall constitute a quorum of the Board.
5.5 Vote. Each Director shall be entitled to one (1) vote in person. An affirmative vote of a majority of the Directors present at any annual, regular, or special meeting duly convened after proper notice, at which a quorum is present, shall constitute Board action, unless a greater number is required by the Act or these bylaws.
5.6 Annual Meeting. The annual meeting of the Directors shall be held each year during the month of April, upon twenty (20) days’notice to each Director at such time and place as the Directors shall determine. The purpose of the meeting will be to present financial reports, elect directors, and inform and advise the Honorary Membership to the general affairs of Traverse City Curling Club, lnc. At the board’s discretion, additional regular meetings of the Directors
shall be held each year.
5.7 Special Meetings. Special meetings of the Directors may be called by the President or by any two (2) Directors at any time. lt shall be the duty of the Secretary, upon receipt of a request for such a special meeting, to send at least five (5) days’ written notice stating the time, place, and purpose of any special meeting to the members of the Board.
5.8 Removal. Any Director may be removed from office, without the assignment of any cause, by an affirmative vote of a majority of the Directors in office at any annual, regular, or special meeting, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.
5.9 Teleconference Meetings. One or more Directors may participate in a meeting of the Board or any committee thereof by reason of a conference telephone or similar communications equipment by which all persons participating in a meeting can hear each other.
5.10 Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if, either before or after the action is taken, all of the Directors consent thereto in writing or by electronic transmission (email). The consents shall be filed with the minutes of the proceedings of the Board.
5.11 Compensation. The Directors shall not receive any compensation for services performed on behalf of the Corporation, but they may be reimbursed for expenses incurred in relation to services performed on behalf of the Corporation, provided such services are determined by the Board to be reasonably necessary to carry out the purposes of the Corporation.
6.1 Positions, Election, Term. The officers of the corporation shall include a President, Vice-president, Secretary, Membership Coordinator, and Treasurer, and such other officers whose positions shall be created from time to time by the Directors. A person may hold more than one office except that the same person may not be President and Secretary. The officers shall be elected by the Directors at the annual meeting and shall serve for a term of one year
and untiltheir successors are elected and qualified.
6.2 Consecutive Terms. Officers may be elected for a maximum of three consecutive terms in the same office.
6.3 Duties. The duties of the officers shall include the following:
(a) The president shall preside at allmeetings of the Directors; shall have general and active management of the business of the corporation; shall see that all orders and resolutions of the Board are carried into effect and shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation, and when authorized by the Board, affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of the Secretary or the Treasurer.
(b) The Vice-president shall be vested with all the powers and required to perform all the duties ofthe President in the absence ofthe President.
(c) The Membership Coordinator shall keep or cause to be kept and maintain accurate membership records of all Honorary Members.
(d) The Secretary shall keep or cause to be kept full minutes of all meetings of the Directors, shall attend all sessions of the Board, shall act as clerk thereol and shall record all votes and minutes of all proceedings. The Secretary shall give or cause to be given notice of all meetings to the Directors as appropriate and shall perform such other duties as may be prescribed by the Directors or the President.
(e) The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements; shall collect and deposit all funds due the corporation disburse funds as required to meet the obligations of the corporation; shall render to the president and Directors as required by them but not less than once a year, regular accountings of all transactions and of the financial condition of the corporation.
7.1 Directors. lf the office of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification or otherwise, the remaining Directors may choose a person or persons who shall hold office for the remaining term.
7.2 Officers. If the office of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Directors may choose a person or persons who shall hold office for the remaining term.
8.1 Any Director or officer may resign from office at any time, such resignation to be made in writing, and to take effect from the time of its receipt by the corporation, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation shall not be required to mal
Order of Business
9.1 All proceedings shall be conducted under and pursuant to Roberts Revised Rules of
Order, except where in conflict with the Act or other applicable law or these bylaws, in which
case the Act or other applicable law or these bylaws, as applicable, shall control.
10.1 The fiscal year of the corporation shall begin on October 1st and end on September 30th.
11.1 The Board of Directors shall authorize and approve via majority vote all expenditures exceeding Five Hundred Dollars.
11.2 That Board of Directors, at its discretion, may require bonding of all persons having control of corporation funds.
12.1 Written Notice may be given either personally or by sending a copy thereof by first class mail, postage prepaid, to the address appearing on the books of the corporation or supplied to the corporation for the purpose of notice. lf the notice is sent by mail, it shall be deemed to have been given when deposited in the mail, Such notice shall specify the place, day, and hour of the meeting and in the case of a special meeting or where other required, the general nature of the business to be transacted. Any required notice may be waived by the written consent of the person entitled to such notice, and attendance of a person at any meeting in person or by proxy shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction for any
business because the meeting was not lawfully called or convened.
13.1 The Bylaws of the corporation may be amended by a majority of the Directors present at any annual, regular, or special meeting duly convened, notice of such amendments having been given to alleligible voters, in writing, at least 20 days before such meeting. A quorum shall consist of a minimum of 5 Directors present.
14.1 Indemnification. The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of the Corporation (and, to the extent provided in a resolution of the Board or by contract, may indemnify any Director or non-director volunteer, officer, employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a Director, officer, non-director volunteer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, non-director volunteer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees (which expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as provided by law), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted (or refrained from acting) in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The indemnification herein provided for shall continue as to a person who has ceased to be a Director or officer of the Corporation and, to the extent provided in a resolution of the Board or in any contract between the Corporation and such person, may continue as to the person who has ceased to be a non-director volunteer, employee or agent of
the Corporation. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, non-director volunteer, employee or agent of the Corporation shall continue to inure to the benefit of that person and to the benefit of the heirs and personal representatives of such person.
14.2 Determination. The determination as to whether a Director, officer, employee, non-director volunteer or agent is entitled to indemnification as provided for in Section 7.1 above shall be made in either of the following ways:
(a) By the Board, by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding; provided, however, if such quorum is not obtainable, by majority vote of a committee designated by the Board (in which action designating the such committee the Directors who are parties may participate), which committee shall consist solely of at least two (2) Directors who are not parties to the action or proceeding; or
(b) By written opinion of independent legal counsel retained by the Board.
15.1 Establishment. The Directors may establish such committees with such powers as they deem desirable for the operation of the corporation, subject to the limitations of the Act.
15.2 Appointment of Committee Members. Unless otherwise determined by the Board, the President shall appoint members of all committees which are created by the Board of Directors or these Bylaws.
Construction of Bylaws
16.1 lnterpretation. The interpretation of these Bylaws and all that is authorized by them shall rest with the Board of Directors. The Directors may establish such committees with such powers as they deem desirable for the operation of the corporation. These bylaws of the Corporation were duly approved and adopted by the Board of Directors of
the Corporation on 7/16/2014.