Bylaws of the Western Michigan Planned Giving Group
Amended January 14, 2003
Article I - Purposes
The Corporation exists to perform such functions as the Members shall determine not prohibited by the laws of Michigan for non-profit corporations or by the Internal Revenue Code of 1986 ("the Code") for organizations exempted from federal income taxation and to which tax deductible contributions are permitted by the Code.
Article II – Membership
A. Charter Members:
All signers of the original Articles of Association who are current Members of the Western Michigan Planned Giving Group shall be deemed charter Members of the Corporation.
Membership in the Corporation shall be open to fund development and planned giving officers for charitable organizations and individuals such as professional advisors and fund raising consultants who are interested in and who wish to facilitate charitable planned giving among their clients. All Members shall subscribe to the Model Standards of Practice for the Charitable Gift Planner adopted by the PPP.
The dues for Membership shall be set by the Board of Directors, provided that the Membership shall ratify changes in the dues at the annual meeting. Additional assessments may be levied if approved by the Membership.
The Board of Directors may adopt reasonable rules concerning forfeiture of Membership for non-payment of dues or assessments.
Article III - Meetings of the Members
A. Annual Meetings:
The annual meeting of the Members for the election of Directors and for the transaction of the general business of the Corporation shall be held in January of each year.
B. Special Meetings:
Special meetings of the Members may be called at any time by the President or any three (3) Directors.
C. Regular Meetings:
Regular meetings of the Membership for purposes of education, discussion, etc. shall be held at times determined by the Board of Directors.
Article IV – Board of Directors
The Board of Directors shall be comprised of not less than seven (7) and not more than nine (9) Members elected for three (3) year terms by the Members as well as the immediate past president, non-voting, ex-officio. Terms shall be staggered so that approximately one-third (1/3) of the Directors are elected each year. Directors are eligible for re-election, provided that no director shall serve more than two (2) full, consecutive terms. A director who has served two full, consecutive terms shall not be eligible for re-election for two (2) years. Two or more persons employed by any one organization may not be Directors simultaneously.
Election to the Board of Directors shall be by ballot of the Members at the annual meeting of the Membership. A majority of votes cast shall be required to elect a Director. A vacancy occurring during the year shall be filled, until the next annual meeting, by vote of the Board of Directors.
Regular meetings of the Board of Directors may be held at times and places the Directors determine at a prior meeting or by written consent. Special meetings may be called by the President or by any three (3) Directors.
For the purpose of assisting it in carrying out its authority, the Board of Directors may establish standing or special committees as it shall deem appropriate and shall define their powers and responsibilities.
A majority of the Directors constitute a quorum of the Board of Directors and a majority of any committee appointed by the Board of Directors constitute a quorum of the committee for the transaction of business. The vote of a majority of the Directors or committee Members present at any meeting where there is a quorum shall be the act of the Board or committee unless a larger vote is required by law, these bylaws or the Articles of Incorporation.
F. Telephonic Conferences.
A Director may participate in a meeting of the Board of Directors or committee by conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other, so long as all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
G. Action Without a Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action being taken is signed by all of the Directors entitled to vote on the action. The written consent shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same effect as a vote of the Board of Directors for all purposes.
The Board of Directors shall have the charge, control and management of the business, property, personnel, funds and affairs of the Corporation.
I. Limitation on Authority.
The Board of Directors shall not incur any debt or liability on behalf of the Corporation exceeding the net assets of the Corporation.
Article IV – Officers
Officers shall be elected by the Directors from the Members of the Board of Directors. The same person may hold any two or more offices, but no officer shall execute, acknowledge or verify an instrument in more than one capacity. The Board of Directors may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the Corporation.
B. Term of Office:
The term of office for an officer shall be one (1) year beginning immediately following the Annual Meeting of the Members and ending with the election of his or her replacement. Any officer may be re-elected. Any officer may be removed from office at any meeting of the Directors at which a quorum is present with or without cause, by the affirmative vote of a majority of the Directors in attendance at the meeting.
The President shall be the chief executive officer of the Corporation and shall have general and active management of the activities of the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall 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 thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. He or she shall preside at all meetings of the Board of Directors and of the Members. In his or her absence, the Board of Directors may designate another presiding officer.
The Vice-President(s), in the order designated by the Board of Directors, or lacking such a designation, by the President, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
The Secretary shall attend all meetings of the Board of Directors and Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the Membership and the Board of Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he or she shall act. The Secretary shall execute with the President all authorized conveyances, contracts or other obligations in the name of the Corporation, except as otherwise directed by the Board of Directors.
The Treasurer shall have the custody of the funds of the Corporation. He or she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the President and other Members of the Board of Directors at the regular meetings or whenever they may be required, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to them for the faithful performance of the duties of that office and for the restoration to the Corporation (in case of his or her death, resignation or removal from office) of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under his or her control belonging to the Corporation.
All contracts and formal documents made by or on behalf of the Corporation shall be signed by at least two officers.
Any officer may resign at any time by giving written notice to the President or the Secretary. Any such resignation shall take effect at the date of receipt of the written notice of resignation, and the acceptance of this resignation shall not be necessary to make it effective.
Article V - Affiliation with National Organizations
It is the purpose of this organization to affiliate with the Partnership for Philanthropic Planning, a national organization, and the Board of Directors is empowered to establish this affiliation.
Article VI - Indemnification
Each person who is or was a Member, Director, officer or committee member of the Corporation and each person who serves or served at the request of the Corporation as a member, director, officer, partner, employee or agent of any other corporation or other organization or enterprise shall be indemnified by the Corporation to the fullest extent permitted by the non-profit corporation laws of Michigan. The Corporation may also grant indemnification rights to any employee or agent of the Corporation to the extent permitted by the laws of Michigan. The Corporation may purchase and maintain insurance against any liability asserted against or incurred by any person described in this Article whether or not the person is entitled to indemnification pursuant to this Article.
Article VII - Fiscal Year
The Corporation has adopted for accounting purposes the calendar year.
Article VIII – Amendments
These By-Laws may be amended by the affirmative vote of a majority of the Members at any annual, regular or special meeting of the Membership, provided notice of such amendment or amendments and the nature thereof shall have been given to the Members of the Corporation at least fourteen (14) days prior to the date of the meeting at which the amendment or amendments are to be presented for consideration. Members not present may vote by letter addressed to the Secretary.