Bylaws


ARTICLE I - NAME AND MISSION STATEMENT


 1.01 Name and Mission Statement.


(a) The name of the organization shall be the Direct Marketing Association of Detroit, Michigan. The company may operate under one or more Assumed Names, including, without limitation, The Direct Marketing Association of Detroit.


(b) To provide value to our Members by being Michigan’s premier direct response marketing resource for news, education, career development, recognition and networking, while fostering a community in which experience, ideas and opportunities are shared.


ARTICLE II - MEMBERS


2.01 Eligibility for Membership. To be eligible for membership in the Corporation, an individual, corporation, governmental entity, educational entity or student, non-resident and charter member must make application to the Board of Directors. A Membership committee shall be formed to consider carefully any prospective Member before submitting the name of the prospective Member to the Board of Directors for approval. Application for Membership shall be made, in writing, with appropriate dues and payment attached. The eligibility of the Member shall be passed upon and determined by the Board of Directors by majority vote.


2.02 Membership Dues.


(a) The Board of Directors shall establish the initial and annual dues for membership in the Corporation. The billing and collection of dues shall be in a manner prescribed by the Board of Directors. After initialing establishing the dues, the dues scale shall only be altered by a two-third (2/3) votes of the Members of the Board of Directors.


(b) Members who fail to pay their dues within thirty (30) days from the time they are billed shall be notified by the Membership committee and, if payment is not made within the next succeeding sixty (60) days, he or she shall, without further notice and without a hearing, be removed from the Membership list and shall forfeit all rights and privileges of Membership. The Board of Directors may grant special consideration for extending time for payment of dues and continuation of Membership privileges upon written request by a Member for good cause shown.


2.03 Membership Classification.


The following individuals and entities may be Members of the Corporation:


(a) Individual: Consisting of any person who desires to retain membership in his or her own name and who shall pay dues personally.


(b) Corporate: Consisting of a company or business, whereby payment of the firm member fee will entitle the firm to hold membership for two of its principals or employees. Additional persons from the same company or business shall be eligible for membership at a separate fee.


(c) Governmental: Those persons in the employ of the Post Office or other branches of government whose work primarily deals with the U.S. Postal Service.


(d) Educational/Student: Those persons engaged in the profession of teaching Direct Marketing and the allied arts in schools at college level or equivalent; and students regularly attending such courses.


(e) Charter: Those persons who served on any Direct Mail Day Committee for 1957 and 1958, and those persons whose membership was accepted prior to January 1, 1960.


2.04 Termination of Membership. Membership may be terminated by the Board of Directors on the occurrence of any of the following events:


(a) Failure to pay dues as set forth in Section 2.02(b).


(b) Determination by a majority of the Board of Directors


(c) Membership may be terminated by dissolution of the Corporation or the death or expulsion of a Member from the Corporation.


(d) A member may resign at any time upon giving written notice of intention of doing so, but such resignation shall not be effective until discharge of all obligations and accrued dues of such member to the Association.


(e) Any member who shall fail to pay dues within three months of the annual billing date shall be terminated.


(f) Any member who shall otherwise fail to comply with the Bylaws of the Corporation shall be subject to expulsion or suspension. The member proposed to be suspended or expelled shall have the right to appear in person or through a representative, and be heard at such meeting by the Board of Directors before a final vote on the question of such suspension or expulsion shall be taken.


Upon any such resignation or termination, all membership rights, privileges and interests shall cease, but such member shall not thereby be relieved from liability for any dues accrued and unpaid at the time of such termination.


2.05 Annual Meeting. The Annual Meeting of the Members shall be held in May of each year. Members will be given specific notice of the date, time and place of the meeting and the President shall report to the Members on the state of the Corporation at the Annual Meeting.


2.06 Regular Meetings. Regular meetings of the Corporation shall be held at least six (6) times a year at such times and places as the Board of Directors shall determine. Regular meetings shall be devoted to educational and informative sessions.


2.07 Special Meetings. Special Meetings of the Members may be called by the Board of Directors or by the President. The Members may call a special meeting by presenting to the President, a Petition requesting a special meeting signed by a least five percent (5%) of the Members. Notice of the time and place of any special meeting of the Corporation shall be given not less than ten (10) days prior to such meeting nor more than sixty (60) days prior to such meeting.


2.08 Place of Meetings. All Membership meetings shall be held at the Corporation’s principal office, if any, or at any other place determined by the Board of Director and stated in the notice of the meeting. The Board of Directors may also hold a meeting of Members solely by means of electronic or remote communication subject to any guidelines and procedures adopted by the Board of Directors or Members not physically present at a meeting of Members may participate in the meeting by means of remote communication and are considered present in person and may vote at the meeting if all of the following are met:


(a) The Corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a Member.


(b) The Corporation implements reasonable measures to provide each Member a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings.


(c) If a Member votes or takes other action at the meeting of the Members by a means of remote communication, a record of the vote or other action shall be maintained by the Corporation.


(d) A Member may be present and vote at an adjourned meeting of the Members by a means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice.


2.09 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purpose(s) of a Membership meeting shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be given either personally, by electronic mail, or by mail to each Member of record entitled to vote at the meeting at his or her last address or electronic mail address as it appears on the books of the Corporation. Alternatively, notice may be published in the Corporation’s newsletters, if any, provided that the newsletter is published at least semiannually and is mailed to the Members entitled to vote at a meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting. When a notice is required or permitted to be given in writing, electronic transmission is written notice.


2.10 Record Dates. The Board of Directors may fix in advance a record date for the purpose of determining Members entitled to notice of and to vote at a Membership meeting or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than sixty (60) days nor less than ten (10) days before the date of the meeting, nor more than sixty (60) days before any other action.


2.11 List of Members. The secretary of the Corporation 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 any adjournment. The list shall be arranged alphabetically with the address of each Member, be produced at the time and place of the Membership meeting, be subject to inspection by any 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. If the meeting is held solely by means of electronic remote communication, then the list shall be open to the examination of any Member during the entire meeting by posting the list on a reasonably accessible electronic network and the information required to access the list shall be provided with notice of the meeting.


2.12 Quorum. Unless a greater or lesser quorum is required by statute, Members present in person, electronically, or by proxy who, as of the record date, represented ten percent (10%) of the Members entitled to vote at a Membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the Members present.


2.13 Proxies. A Member entitled to vote at a Membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the Member by proxy that is timely delivered to the Corporation. A proxy shall be signed by the Member or the Member’s authorized agent or representative and shall not be valid after the expiration of three (3) years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the Member executing it except as otherwise provided by statute.


2.14 Voting. Each member is entitled to one (1) vote on each matter submitted to a vote. A vote may be cast either orally, electronically, or in writing. When an action, other than the election of 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.


2.15 Meeting by Electronic Means or by Telephone or Similar Equipment.


(a) A Member may participate in a Membership meeting electronically or 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.


(b) “Electronic transmission” or “electronically transmitted” means any form of communication that meets all of the following:


1. It does not directly involve the physical transmission of paper.

2. It creates a record that may be retained and retrieved by the recipient.

3. It may be directly reproduced in paper form by the recipient through an automated process.


(c) A notice or communication sent electronically shall be deemed given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person.


(d) An electronic transmission consenting to an action transmitted by a Member or by a person authorized to act for the Member, is written, signed, and dated for purposes of this section if the electronic transmission is delivered with information from which the Corporation can determine that the electronic transmission was transmitted by he Member or by a personal authorized to act for Member and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the Consent was signed by purposes of this Section. A consent given by electronic transmission is not delivered until reproduced in paper form and the paper form delivered to the Corporation by delivery to its Registered Office in the State, its principal office in the State, or to an Officer of agent of the Corporation having custody of the book in which proceeds and meetings of Members are requested. Delivery to the Corporation’s Registered Office shall be made by hand or my certified or registered mail, return receipt requested. Delivery to the Corporation’s principal office or to an Officer or agent of the Corporation having custody of the book in which proceedings of meetings of Members are recorded shall be made by hand, by certified or registered mail, return receipt requested, or in any other manner provided by resolution of the Board of the Corporation or these Bylaws. A direct electronic transmission to an Officer or agent of the Corporation having custody of the book in which proceedings of the Members are recorded shall satisfy the delivery requirements of this Section to the Corporation.


(e) If a Member is permitted to participate in and vote at a meeting electronically or by remote communication then the notice described in Bylaws Section 2.09 shall include a description of the means of electronic or remote communication by which the Members may participate.


ARTICLE III - BOARD


3.01 General Powers. The business, property, management, and affairs of the Corporation shall be managed by the Board of Directors.


3.02 Number and Tenure. The Board of Directors shall consist of thirteen (13) Members and the immediate past President of the Corporation whenever possible. Five (7) Members of the Board of Directors shall be elected each year ending in odd number years and six (6) Members of the Board of Directors shall be elected each year ending in even number years to serve for a term of two (2) years. The retiring President shall automatically become a Member of the Board of Directors for one (1) year. In the event the immediate past President is not available to fill this position as a Member of the Board, the Board shall nominate a past President to fulfill this obligation for a term of not more than one (1) year.


3.03 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 3.05 of the Bylaws. Any Member of the Board of Directors who is absent from three (3) Board of Director meetings during a fiscal year shall be considered to have resigned if so voted by a two-thirds (2/3) majority of the Board and his or her place shall be filled as provided in Section 3.05 of the Bylaws.


3.04 Removal. Any director may be removed with or without cause by a majority vote of the Members entitled to vote at an election of Directors.


3.05 Board Vacancies. A vacancy on the Board may be filled with a person selected by the remaining Directors of the Board, though less than a quorum of the Board of Directors, unless filled by proper action of the Members. Each person so elected shall be a Director for a term of office continuing until the next election of Directors by Members.


3.06 Annual Meeting. An Annual Meeting shall be held each year in May, immediately after 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.


3.07 Regular Meetings. Regular meetings of the Board may be held at the time and place as determined by a Board.


3.08 Special Meetings. Special meetings of the Board may be called by the President or any four (4) Directors at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each Director in any manner at least three (3) days before the meeting.


3.09 Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice for that meeting.


3.10 Waiver of Notice. The attendance of a Director at a Board Meeting shall constitute a waiver of notice of the meeting, except where 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.


3.11 Meeting by Telephone or Similar Equipment.


(a) A Director may participate in a Board of Directors meeting electronically or 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.


(b) “Electronic transmission” or “electronically transmitted” means any form of communication that meets all of the following:


1. It does not directly involve the physical transmission of paper.

2. It creates a record that may be retained and retrieved by the recipient.

3. It may be directly reproduced in paper form by the recipient through an automated process.


(c) A notice or communication sent electronically shall be deemed given when electronically transmitted to the person entitled to the notice or communication in a manner authorized by the person.


(d) An electronic transmission consenting to an action transmitted by a Director, is written, signed, and dated for purposes of this section if the electronic transmission is delivered with information from which the Corporation can determine that the electronic transmission was transmitted by the Director and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the Consent was signed by purposes of this Section. A consent given by electronic transmission is not delivered until reproduced in paper form and the paper form delivered to the Corporation by delivery to its Registered Office in the State, its principal office in the State, or to an Officer of agent of the Corporation having custody of the book in which proceeds and meetings of the Board of Directors are requested. Delivery to the Corporation’s Registered Office shall be made by hand or by certified or registered mail, return receipt requested. Delivery to the Corporation’s principal office or to an Officer or agent of the Corporation having custody of the book in which proceedings of the Board of Directors are recorded shall be made by hand, by certified or registered mail, return receipt requested, or in any other manner provided by resolution of the Board of the Corporation or these Bylaws. A direct electronic transmission to an Officer or agent of the Corporation having custody of the book in which proceedings of the Board of Directors are recorded shall satisfy the delivery requirements of this Section to the Corporation.


(e) If a Director is permitted to participate in and vote at a meeting electronically or by remote communication then any notice, required by these Bylaws, shall include a description of the means of electronic or remote communication by which the Director may participate.


3.12 Quorum. Six (6) Members of the Board of Directors shall constitute a quorum. Actions voted on by six (6) Members of the Board of Directors, present at a meeting where a quorum is present, shall constitute authorized action of the Board.


3.13 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 or by electronic transmission. Written consents and electronic transmissions shall be filed with the Minutes of the Board’s proceeding.


3.14 Contracts. Any and all contracts are subject to review by the full Board of Directors. All contracts must be signed by two officers, of which one must be the Treasurer.


3.15 Appointment of Business Agents. The Board of Directors has the power to appoint business agents for the administration and management of the Corporation.


3.16 Compensation. Directors shall not receive any compensation for their services as Directors, however, the Board may, by resolution, reimburse Directors and/or Officers for expenses incurred in the performance of their duties for the Corporation. Nothing herein shall preclude a Director from serving the Corporation in any other capacity and receiving compensation for such services.


ARTICLE IV - COMMITTEES


4.01 General Powers. The President of the Corporation shall appoint such committee chairperson and Members as he shall deem necessary for the proper operation of the Corporation and it’s activities, including, without limitation, a Membership Committee, a Nominating Committee and a Program Committee with the approval of the Board of Directors. The President and Secretary of the Corporation shall be ex-officio Members of each committee and shall be notified of all committee meetings and proceedings. If a committee Member is absent or disqualified from voting, then Members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate committee member to act at the committee meeting in place of the absent or disqualified Member. All committees designated by the Board shall serve at the pleasure of the Board.


A committee designated by the Board may exercise any powers of the Board in managing the Corporation’s business and affairs, to the extent provided by resolution of the Board. However, no committee shall have the power to:


(a) amend the Articles of Incorporation;

(b) adopt an agreement of merger or consolidation;

(c) amend the Bylaws of the Corporation;

(d) fill vacancies on the Board;

(e) fix compensation of the Directors for serving on the Board or on a committee;

(f) recommend to Members the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets;

(g) recommend to the Members a dissolution of the Corporation or a revocation of a dissolution;

(h) terminate membership; or

(i) sign contracts.


4.02 Meetings. Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in Article III for meetings of the Board. Minutes shall be recorded at each committee meeting and shall be presented to the Board.


4.03 Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all Members of the committee consent to the action in writing or by electronic transmission. Written consents and electronic transmissions shall be filed with the Minutes of the committee’s proceedings.


4.04 Nominating Committee.


(a) A Nominating Committee of five (5) Members shall be appointed by the President with the approval of the Board of Directors in January of each year. Not more than two (2) Members of the committee shall be Members of the Board.


(b) It shall be the duty of the Nominating Committee to distribute a slate of candidates for Directors for the forthcoming year. Nominations for Directors may be made by Petition of not less than fifteen (15) Members of the Corporation and received by the Secretary at least sixty (60) days prior to the Annual Meeting of the Corporation for publication by him or her to the Members.


(c) No candidates name shall be presented for nomination without his or her express consent.


ARTICLE V - OFFICERS


5.01 Number. The Officers of the Corporation shall be appointed by the Board. The Officers shall be a President, a Secretary, and a Treasurer. There may also be a chairperson, vice president, and such other officers as the Board deems appropriate. The President shall be a voting Member of the Board. Two or more offices may be held by the same person, but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the President or by the Board to be executed, acknowledged, or verified by two or more Officers.


5.02 Term of Office. Each Officer shall hold office for a term of one (1) year or until their successors are elected and qualified. An Officer may resign at any time by providing written notice to the Corporation. Notice of resignation is effective on receipt or at a later time designated in the notice.


5.03 Removal. An Officer appointed by the Board may be removed with or without cause by vote of a majority of the Board. The removal shall be without prejudice to the person’s contract rights, if any. Appointment to an office does not of itself create contract rights.


5.04 Vacancies. A vacancy in any office for any reason may be filled by the Board.


5.05 President. The President shall preside at all meetings of the Corporation and of the Board of Directors, shall appoint all standing committees (subject to Board approval) and shall perform all other duties which ordinarily pertain to the office. The President shall be the Chief Executive Officer of the Corporation and shall have authority over the general control and management of the business and affairs of the Corporation. The President shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The President shall sign all Corporate documents and agreements on behalf of the Corporation, unless the President or the Board instructs that the signing be done with or by some other officer, agent, or employee. The President shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other Officer or Committee of the Corporation.


5.06 Vice President. The Vice President, if any, shall have the power to perform duties that may be assigned by the President or the Board. If the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise. The Vice President shall perform all duties incident to the office. The Vice President, in the absence of the President, shall preside at all meetings of the Corporation and shall serve as a Director of all program activities of the Corporation, and insure that Program Committees are providing timely, comprehensive and effective activities to the Membership.


5.07 Secretary. The Secretary shall (a) record or supervise the recording of Minutes of Board meetings; (b) be responsible for providing notice to each Member or Director as required by law, the Articles of Incorporation, or these Bylaws; (c) be the custodian of corporate records; (d) keep a register of the names and addresses of each Member, Officer and Director; (e) send out notices or ensure that notices are sent out for the Annual Meeting to all Members at least two (2) weeks in advance of the Annual Meeting; and (f) perform all other duties incident to the office and any other duties assigned by the President or the Board.


5.08 Treasurer. The Treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all monies and securities received by the Corporation at such depositories in the Corporation’s name that may be designated by the Board; (d) complete all required corporate filings; (e) disperse funds of the Corporation at the direction of the Board of Directors; (f) report on the finances of the Corporation at the Annual Meeting or at any other time required by the Board of Directors; (g) serve with a Bond, if required by the Board of Directors, in which event the cost of such Bond shall be borne by the Corporation; (h) perform all other duties incident to the office and any other duties assigned by the President or the Board; and (i) at the termination of his or her term of office, the Treasurer, shall turn over to his or her successor all records and other documents pertaining to the Corporation.


5.09 Retirement. Prior to retirement, each Officer shall acquaint his or her successor with the duties of their office and the objectives of the Corporation.


ARTICLE VI - OFFICES


6.01 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.


6.02 Other Offices. The Board of Directors may establish other offices in or outside the State of Michigan.


ARTICLE VII - CORPORATE DOCUMENT PROCEDURE


All Corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall not be signed by any Officer, designated agent, or attorney-in-fact unless authorized by the Board or by these Bylaws.


ARTICLE VIII - INDEMNIFICATION


8.01 Nonderivative Actions. Subject to all of the other provisions of this Article, the Corporation shall indemnify any Director or Officer 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 or Officer. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees), judgments, 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 proceedings, 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 nolo contendere or its equivalent, shall not by itself create a presumption 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 action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.


8.02 Derivative Actions. Subject to all of the provisions of this Article, the Corporation shall indemnify any Director or Officer who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or 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 of the Corporation or (b) the person was or is serving at the request of the Corporation as a Director or Officer. 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 interests of the Corporation or its Members. However, indemnification shall not be made for any claim, issue, or matter 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 reasonably entitled to indemnification for the expenses which the Court considers proper.


8.03 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 8.01 and 8.02 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 by this Article.


8.04 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 8.03 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.


8.05 Determination That Indemnification Is Proper. Any indemnification under Sections 8.01 or 8.02 of this Article (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific 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 8.01 or 8.02, 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 who were not parties to such action, suit, or proceeding.


(b) If the quorum described in clause (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.


8.06 Proportionate Indemnity. If a person is entitled to indemnification under Sections 8.01 or 8.02 of this Article for a portion of expenses, including attorney fees, 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, judgements, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.


8.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Sections 8.01 and 8.02 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 general obligation of the person on whose behalf advances are made but need not be secured.


8.08 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.


8.09 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee, representative, accountant, attorney 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.


8.10 Former Directors and Officers. The indemnification provided in this Article continues for a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors, and administrators of that person.


8.11 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 or Officer. 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.


8.12 Changes in Michigan Law. If there are any changes in the Michigan statutory provisions applicable to the Corporation and relating 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 any such change permits the Corporation to provide broader indemnification rights than such provisions permitted the Corporation to provide before any such change.


ARTICLE IX - ELECTIONS


9.01 The Board of Directors of the Corporation shall be elected annually by written or electronic ballot presented in a such manner that no Member may cast more than one (1) ballot.


9.02 Members entitled to vote for the Board of Directors shall be those Members, set forth on the List of Members on the Record Date as provided in Bylaw Section 2.11.


9.03 Board of Director elections shall be held in conjunction with Annual Meeting of the Members in May for all Board of Director vacancies at that time.


9.04 Absentee ballots shall be available upon request by any Member.


9.05 A plurality of votes received shall be sufficient to elect any candidate as a Board of Directors.


9.06 In the event of a tie, the deciding vote shall be cast by majority vote of all Directors present at a quorum.


9.07 Elections shall be completed by May 31st of each year.


9.08 A newly constituted Board of Directors shall convene within four (4) weeks of the conclusion of the election of the Board of Directors for the election of Officers. With the exception of that function, Directors newly elected at the Annual Meeting shall have no official authority until July 1st of the year of election.


ARTICLE X - FISCAL YEAR


The fiscal year of the Corporation shall end on June 30th of each year.


ARTICLE XI - AMENDMENTS


11.01 These Bylaws may be amended at a regular meeting of the Corporation, by a vote of 2/3 of the voting Members present, provided notice of the proposed changes are sent to all Members not less than ten (10) days nor more than sixty (60) days prior to the meeting at which such amendment is to be considered.


11.02 The Bylaws may be reviewed annually by a Bylaw Committee assigned by the Board of Directors. The review shall take place no later than April of each year. If changes are necessary, the procedures described in this Article shall be followed. All changes will be voted on and approved before the end of the fiscal year and will be implemented the first month of the following fiscal year, unless urgent circumstances dictate otherwise.


ARTICLE XII - MEETING PROCEDURE AND PUBLICATIONS


12.01 Unless otherwise provided herein, the procedure to followed in the conduct of meetings and business shall conform to Roberts Rule of Order.


12.02. The official publication of the Corporation shall be known as “RESPONSE”.


 


SECRETARY OF THE CORPORATION

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