Bylaws of the Engineering Society of Detroit
effective February 5, 2016
Board of Directors
Section 1. Directorship. The Corporation is organized upon a directorship basis. The property, business and affairs of the Corporation will be governed by its Board of Directors.
Section 2. Number and Term of Office. The Board of Directors of this Corporation will consist of not less than 15 nor more than 30 persons, as determined by the Board of Directors, which number shall include the Immediate Past President who will serve as an ex-officio voting Director.
The terms of the Directors will be staggered so that at each annual meeting, approximately one-third of the Directors will be elected. Except for the Immediate Past President, the term of office of any Director will be for three years from the date of his or her election or appointment by the affirmative vote of a majority of the Directors then in office and continue until his or her successor has been elected and qualified. The Immediate Past President will serve as a Director for a term commensurate with his or her term as Immediate Past President. If the Director is appointed to fill a vacancy, it will be for the remainder of the term to which the Director is succeeding.
Section 3. Resignation, Removal and Vacancies. A Director may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation. A Director may be removed, either with or without cause, by the affirmative vote of a majority of the Directors then in office
If a vacancy has occurred among the members of the Board as a result of death, resignation, removal, or otherwise, the vacancy may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors.
Section 4. General Powers as to Negotiable Paper. The Board of Directors may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign or endorse the same on behalf of the Corporation.
Section 5. Powers as to Other Documents. All material contracts, conveyances and other instruments may be executed on behalf of the Corporation by the President, any Vice President, or Executive Director, and, if necessary, attested by the Secretary or the Treasurer.
Section 6. Compensation. Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred by a Director in his or her capacity as a Director, as authorized by the Board of Directors.
Section 1. Members. Non-voting membership in the Corporation shall be open to individuals, organizations, institutions, and corporations interested in advancing the purposes of the Corporation, and will consist of such classes and be based on such conditions as determined by the Board of Directors from time to time.
Section 1. Annual Meeting. The annual meeting of the Directors of the Corporation will be held at the principal office of the Corporation prior to the renewal of the fiscal year (July 1), or at any other place and date as designated by the Directors for the purpose of electing Directors and officers for the ensuing year, presenting to the Directors a copy of the Corporation’s financial report for the preceding fiscal year and for the transaction of other business properly brought before the meeting.
Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held without notice if the time and place of the meeting has been determined by resolution of the Board. At least two regular meetings of the Board must be held each year, including the Annual Meeting.
Section 3. Special Meetings. Special meetings of the Directors may be called by the President and will be called by the President or Secretary at the direction of not less than two Directors or as may otherwise be provided by law. Special meetings will be held at the principal office of the Corporation unless otherwise directed by the President or Secretary and stated in the notice of meeting. Any request for a meeting by the Directors must state the purpose or purposes of the proposed meeting.
Section 4. Notice of Meeting. Except as otherwise provided by these Bylaws or by law, written notice containing the time and place of all meetings of the Board of Directors will be given personally, by mail or by electronic message to each Director not less than ten days before a regular meeting and not less than two days before a special meeting. Notice by electronic transmission will be deemed given when electronically transmitted to the person entitled to notice in a manner authorized by the person. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting.
Attendance of a Director at a meeting constitutes a waiver of notice of the meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 5. Quorum and Voting. One-half of all the Directors will constitute a quorum of the Board of Directors at any meeting. The vote of a majority of the Directors present at a meeting at which a quorum is present will constitute the action of the Board of Directors, unless the vote of a larger number is required by law or by other sections of these Bylaws or the Articles of Incorporation.
Section 6. Conduct at Meetings. Meetings of the Directors will be presided over by the President. The Secretary or an Assistant Secretary of the Corporation or, in their absence, a person chosen at the meeting will act as Secretary of the meeting.
Section 7. Action by Unanimous Written Consent. Any action required or permitted to be taken at an annual or special meeting of Directors may be taken without a meeting, without prior notice and without a vote, if all of the Directors consent in writing, including by electronic transmission such as email, to the action so taken. Written consents will be filed with the minutes of the proceedings of the Board of Directors.
Section 8. Participation by Remote Communication. A Director may participate in a meeting of Directors by conference telephone or other means of remote communication if all individuals participating in the meeting may communicate with the other participants. Participation in a meeting pursuant to this section constitutes attendance in person at the meeting.
Section 1. Election or Appointment. The Board of Directors will elect a President, a Vice President, a Treasurer, a Secretary, and an Executive Director at each annual meeting and may elect a Vice President Second Vice President, Assistant Secretary and Assistant Treasurer. The President, Vice President, Treasurer and Secretary will be elected from among the Board of Directors. The same person may hold any two or more offices, but no officer will execute, acknowledge or verify any instrument in more than one capacity. The Directors may also appoint any other officers and agents as they deem necessary for accomplishing the purposes of the Corporation.
Section 2. Term of Office. The term of office of all officers will commence upon their election or appointment and will continue until the until the next annual meeting of the Corporation two years hence and until their respective successors are chosen or until their resignation or removal. The term of office of all officers is two years unless otherwise determined by a majority of Directors.
Any officer may be removed from office at any meeting of the Directors with cause, by the affirmative vote of a majority of the Directors then in office, whenever in their judgment the best interest of the Corporation will be served. An officer may resign by written notice to the Corporation. The resignation will be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of the resignation.
Section 3. Compensation. Any officer who is an employee of the Corporation will receive reasonable compensation for his or her services as fixed by the Board of Directors.
Section 4. The President. The President will be the chief governing officer of the Corporation. The President will see that all orders and resolutions of the Board of Directors are carried into effect. The President and Executive Director will execute all authorized conveyances, contracts or other obligations in the name of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Directors to some other person. The President will preside at meetings of the Directors and in his or her absence, the Directors present at the meeting will designate another presiding officer.
Section 5. Vice President. The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.
Section 6. Second Vice President. The Second Vice President will, in the absence or disability of the President and the Vice President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Board of Directors or the President.
Section 7. Executive Director. The Executive Director will be the chief operating officer of the Corporation and will have general and active management of the activities of the Corporation. The Executive Director may execute authorized conveyances, contracts or other obligations in the name of the Corporation except when required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Director to some other person.
Section 8. The Secretary. The Secretary will attend meetings of the Board of Directors and record or cause to be recorded and keep the minutes of all proceedings to be kept for that purpose. The Secretary will give or cause to be given notice of all meetings of the Board of Directors for which notice may be required and will perform any other duties prescribed by the Directors.
Section 9. The Treasurer. The Treasurer will oversee the financial activities of the Corporation. The Treasurer will perform all duties incident to the office of Treasurer and other administrative duties as may be prescribed by the Board of Directors. All books, papers, vouchers, money and other property of whatever kind belonging to the Corporation which are in the Treasurer’s possession or under his or her control will be returned to the Corporation at the time of his or her death, resignation or removal from office.
Section 10. Assistant Secretaries and Assistant Treasurers. The Assistant Secretary and the Assistant Treasurer, respectively in the absence of the Secretary or Treasurer, as the case may be, will perform the duties and exercise the powers of the Secretary or Treasurer and will perform any other duties prescribed by the Board of Directors.
Section 11. Immediate Past President. The President will serve as Immediate Past President for a two-year term immediately following his or her term as President. The Immediate Past President shall serve as a resource to the board and current President. The Immediate Past President shall serve as an ex-officio voting member of the Board.
Section 1. Executive Committee. The Board of Directors shall establish an Executive Committee consisting of the President the Vice President, the Treasurer and the Immediate Past President. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Directors, may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors, except that such Executive Committee will not have power or authority to:
(a) Amend the Articles of Incorporation;
(b) Adopt an agreement of merger or conversion;
(c) Approve the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;
(d) Approve the dissolution of the Corporation or a revocation of a dissolution;
(e) Amend the Bylaws of the Corporation;
(f) Fill vacancies on the Board; or
(g) Fix compensation of the Directors for serving on the board or on a committee.
Section 2. Other Board Committees. The Board of Directors may designate other Board committees consisting wholly of Directors as committee members, as it deems appropriate. The Board committees will have the powers or authority of the Board in the management of the business and affairs of the Corporation as the Board delegates to them, except as limited by these bylaws, by law or by Board resolution.
Section 3. Non-Director Committees. The Board of Directors may designate other committees consisting, in part, of individuals who are Directors or officers of the Corporation and some or all of whom may be other individuals who are not Directors or officers of the Corporation. Committees appointed under this section may not exercise the power or authority of the Board in the management of the business and affairs of the Corporation, but may perform under the direction of the Board those functions determined from time to time by the Board.
Section 4. Procedure. All committees, and each member thereof, will serve at the pleasure of the Board of Directors. The Board of Directors will have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence of any committee. Regular or special meetings of any committee may be held in the same manner provided in these Bylaws for regular or special meetings of the Board of Directors, and a majority of any committee will constitute a quorum at the meeting. Committee chairs shall be approved annually by the vote of a majority of the Board of Directors at the Annual Meeting.
Section 1. Indemnification. The Corporation will, 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 of Directors or by contract, may indemnify any volunteer, 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 the person is or was a Director, officer, volunteer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, partner, volunteer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including attorneys’ fees (which expenses may be paid by the Corporation in advance of a final disposition of the action, suit or proceeding as provided by law), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the 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, if the person had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Rights to Continue. This indemnification will continue as to a person who has ceased to be a Director or officer of the Corporation. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Corporation to the extent provided in a resolution of the Board of Directors or in any contract between the Corporation and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officer, volunteer, employee or agent of the Corporation will inure to the benefit of the heirs and personal representatives of that person.
Conflicts of Interest
Section 1. Disclosure. When a member of the Board or an officer is affiliated with an organization seeking to provide services or facilities to the Corporation, or when a member of the Board or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Board of Directors and made a matter of record, either when the interest becomes a matter of Board action or as part of a periodic procedure to be established by the Board. An affiliation with an organization will be considered to exist when a Board member or officer or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.
Section 2. Voting. Any Board member or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, however, he or she may be counted in determining a quorum for the meeting at which the matter is voted upon, as permitted by law. The Board should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Board member abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered and used as a basis for making the decision.
Section 3. Determining Compensation. The process for determining compensation of the Corporation’s chief executive officer, executive director, other officers or key employees will include review and approval by independent persons, use of comparability data and contemporaneous substantiation of the deliberation and decision. An independent person is defined as a director, officer or member of a committee with governing Board delegated powers who does not have a direct or indirect financial interest in the Corporation.
Section 4. Statement of Position. The foregoing requirements should not be construed to prevent a Board member or officer from stating his or her position on the matter under consideration, nor from answering questions of other Board members relating to the matter.
Section 1. Fiscal Year. The fiscal year of the Corporation will end on the last day of June.
Section 2. Amendments. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Directors of the Corporation then in office.
Section 3. Loans and Guarantees. The Corporation will not provide loans to or guarantee obligations of an officer or Director of the Corporation, unless expressly permitted under State law.