Bylaws
Of
The
Drug Treatment Court Foundation
Of Kalamazoo County
ARTICLE I - OFFICES...... 1
Section 1.1 Registered Office...... 1
Section 1.2 Business Offices...... 1
ARTICLE II - PURPOSE...... 1
Section 2.1 General...... 1
ARTICLE III - MEMBERS...... 1
Section 3.1 Eligibility...... 1
Section 3.2 Membership Dues...... 1
Section 3.3 Members...... 1
Section 3.4 Place of Meeting...... 1
Section 3.5 Annual Meeting of the Members...... 2
Section 3.6 Order of Business at Annual Meeting...... 2
Section 3.7 Notice of Meeting of Members...... 2
Section 3.8 List of Members Entitled to Vote...... 2
Section 3.9 Inspectors of Election...... 3
Section 3.10 Special Meeting of Members...... 3
Section 3.11 Quorum of Members...... 3
Section 3.12 Vote of Members...... 3
Section 3.13 Record Date for Determination of Members...... 4
Section 3.14 Resignation...... 4
ARTICLE IV - BOARD OF DIRECTORS...... 4
Section 4.1 Functions...... 4
Section 4.2 Number, Selection and Term...... 4
Section 4.3 Meetings...... 5
Section 4.4 Notice of Meetings...... 5
Section 4.5 Resignation...... 5
Section 4.6 Removal...... 5
Section 4.7 Vacancies...... 5
Section 4.8 Quorum...... 6
Section 4.9 Voting...... 6
Section 4.10 Action by Unanimous Consent...... 6
Section 4.11 Compensation of Directors...... 6
Section 4.12 Participation in Meeting by Telephone...... 6
ARTICLE V - OFFICERS...... 6
Section 5.1 Officers...... 6
Section 5.2 President...... 7
Section 5.3 VicePresident...... 7
Section 5.4 Secretary...... 7
Section 5.5 Treasurer...... 7
Section 5.6 Giving of Bond by Officers...... 7
Section 5.7 Compensation of Officers...... 7
Section 5.8 Resignations...... 8
Section 5.9 Removal...... 8
Section 5.10 Vacancies...... 8
ARTICLE VI - COMMITTEES...... 8
Section 6.1 General...... 8
Section 6.2 Powers of Committees...... 8
ARTICLE VII - INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS 9
Section 7.1 Indemnification of Directors and Officers: Claims By Third Parties.....9
Section 7.2 Actions by or in Right of the Corporation...... 9
Section 7.3 Expenses...... 9
Section 7.4 Determination of Indemnification...... 10
Section 7.5 Repayment of Expenses...... 10
Section 7.6 Insurance...... 10
ARTICLE VIII - FISCAL YEAR...... 11
Section 8.1 Fiscal Year...... 11
ARTICLE IX - MISCELLANEOUS PROVISIONS...... 11
Section 9.1 Contracts, Conveyances, Etc...... 11
Section 9.2 Execution of Instruments...... 11
Section 9.3 Borrowing...... 11
Section 9.4 Deposits...... 11
Section 9.5 Method of Giving Notices...... 11
Section 9.6 Corporate Seal...... 12
Section 9.7 Headings and Parenthetical Insertions...... 12
Section 9.8 Conflict With Statute...... 12
ARTICLE X - AMENDMENTS AND ADDITIONS...... 12
Section 10.1 Amendments...... 12
Section 10.2 Rules and Regulations...... 12
BYLAWS
OF THE
DRUG TREATMENT COURT FOUNDATION
OF KALAMAZOO COUNTY
(A Michigan Nonprofit Corporation)
ARTICLE I – OFFICES
Section 1.1 Registered Office. The registered office of the Corporation shall be as set forth in its Articles of Incorporation.
Section 1.2 Business Offices. The Corporation may have business offices at such places as the Board of Directors may from time to time determine.
ARTICLE II – PURPOSE
Section 2.1 General. The purposes of the Corporation are as set forth in Article II of the Articles of Incorporation of the Corporation.
ARTICLE III – MEMBERS
Section 3.1 Eligibility. The members shall consist of the following persons: the Sheriff of Kalamazoo County; the Prosecuting Attorney for Kalamazoo County, the Judges of the 9th Judicial Circuit Court for the State of Michigan (“Permanent Members”) and one person elected by the Permanent Members (“At-Large Members)(the preceding persons are collectively referred to as the “Members”)
All Members shall have the same rights, responsibilities and privileges.
Section 3.2 Membership Dues. No Member will be required to pay any dues.
Section 3.3 Members. Each Permanent Member shall be a Member for so long as the person holds the required position as Sheriff, Prosecutor or Circuit Judge. If a Permanent Member no longer holds one of these positions, then this person’s successor shall become a Permanent Member.
The person elected as an At-Large Member shall serve for a term designated by the Permanent Members. If no term has been designated, then the At-Large Member shall serve a term of one year. If the Permanent Members cannot agree on who will serve as an At-Large Member, then the position of At-Large Member shall remain vacant.
Section 3.4 Place of Meeting. All meetings of the Members of the Corporation shall be held in Kalamazoo County, Michigan, or such other place, either within or without the State of Michigan, as may be determined from time to time by the Members.
Section 3.5 Annual Meeting of the Members. The annual meeting of the Members, for the purpose of electing the Directors, Officers and Committee Chairs to serve for the coming year and for the transaction of other business that may come before the meeting, shall be held on the second Tuesday in March of each year, if not a legal holiday, and if a legal holiday, then on the next business day following. The time and place for this meeting will be designated by the Board of Directors with proper written or printed notice. If the annual meeting is not held on the date designated therefor, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient.
Section 3.6 Order of Business at Annual Meeting. The order of business at the annual meeting of the Members shall be as follows:
(a)Reading of notice and proof of mailing,
(b)Reports of Officers,
(c)Election of Directors, Officers and Committee Chairs,
(d)Transaction of other business mentioned in the notice,
(e)Adjournment,
provided that, in the absence of any objection, the presiding Officer may vary the order of business at his or her discretion.
Section 3.7 Notice of Meeting of Members. Except as otherwise provided in the Michigan Non-profit Corporation Act (the “Act”), written notice of the time, place and purpose of a meeting of Members shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at the meeting. If a purpose of a meeting of Members is to vote upon an amendment to the Corporation’s Articles of Incorporation, then the notice of the meeting shall be sent at least twenty (20) days before the date of the meeting to the last known address of each member and shall state the time, place and object of the meeting and shall also set forth the proposed amendment or a summary of the changes to be affected thereby.
When a meeting is adjourned to another time or place, it is not necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record on the new record date entitled to vote at the meeting.
Section 3.8 List of Members Entitled to Vote. The President of the Corporation shall make and certify a complete list of Members and have this available at a Members’ meeting or any adjournment thereof. The list shall:
(a)Be arranged alphabetically, with the address of each Member.
(b)Be produced at the time and place of the meeting.
(c)Be subject to inspection by any Member during the whole time of the meeting.
(d)Be prima facie evidence as to who are the Members entitled to examine the list or to vote at the meeting.
Section 3.9 Inspectors of Election. The Board of Directors, in advance of a Members’ meeting, may appoint one (1) or more inspectors of election to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a Members’ meeting may, and on request of a Member entitled to vote thereat shall, appoint one (1) or more inspectors. In case a person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. The inspectors shall determine the number of Members eligible to vote, the Members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, questions arising in connection with the right to vote, count and tabulate votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Members. On request of the person presiding at the meeting or a Member entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting.
Section 3.10 Special Meeting of Members. A special meeting of Members may be called at any time by the President of the Corporation or by any of the Members or by a majority of the members of the Board of Directors then in office. The method by which such meeting may be called is as follows: Upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the Chair, or by a Member, or by a representative of the Board of Directors then in office, the President of the Corporation shall prepare, sign and mail the notices requisite to such meeting.
Section 3.11 Quorum of Members. Unless a greater or lesser quorum is provided in the Articles of Incorporation, in a Bylaw adopted by the Members, or in the Act, the presence of a majority of Members shall constitute a quorum.
Section 3.12 Vote of Members. Each Member is entitled to one (1) vote on each matter submitted to a vote. A vote may be cast either orally or in writing. Members shall be allowed to vote by proxy.
When an action, other than the election of Directors, is to be taken by vote of the Members, it shall be authorized by a majority of the votes cast by Members entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or the Act. Directors shall be elected by a plurality of the votes cast at an election.
Attendance of a Member at a meeting of Members in person or by proxy constitutes: (a) waiver of objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.
Section 3.13 Record Date for Determination of Members. For the purpose of determining Members entitled to notice of and to vote at a meeting of Members or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining Members entitled to allotment of a right, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of Members. The date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting, nor more than sixty (60) days before any other action. If a record date is not fixed (a) the record date for determination of Members entitled to notice of or to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day next preceding the day on which the meeting is held, and (b) the record date for determining Members for any purpose other than that specified in subdivision (a) shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. When a determination of Members of record entitled to notice of or to vote at a meeting of Members has been made as provided in this Section, the determination applies to any adjournment of the meeting, unless the Board of Directors fixes a new record date under this Section for the adjourned meeting.
Section 3.14 Resignation. Any Member desiring to resign shall submit a written resignation to the Board of Directors, which shall accept such resignation.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1 Functions. Except as specifically provided in the Corporation’s Articles of Incorporation or these Bylaws, all rights, powers, duties and responsibilities relative to the management and control of the Corporation’s property, activities and affairs are vested in the Board of Directors. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the Corporation which is not by law or by the Articles of Incorporation or by these Bylaws required to be taken by some other party.
Section 4.2 Number, Selection and Term. The number of Directors which shall constitute the Board of Directors shall be not less than five (5) persons and not more than fifteen (15) persons, as determined from time to time by the Members. The first Directors shall be elected by the incorporators and in subsequent years as their terms expire they shall be elected by the Members. All Directors shall serve one year terms.
Section 4.3 Meetings.
(a)The Board of Directors may set the time and place for regular meetings of the Board.
(b)The annual meeting of the Board of Directors of the Corporation shall be held at the same place as and immediately following the annual meeting of Members in each year.
(c)Special meetings of the Board of Directors may be called by the Secretary of the Corporation upon the request of the President or one (1) of the Directors.
(d)Meetings of the Board of Directors may be held at any place or places.
Section 4.4 Notice of Meetings. The annual meeting of the Board of Directors shall be held without other notice than this By-Law. Regular and special meetings of the Board of Directors shall be held pursuant to notice of the time, place and purpose thereof either delivered personally or sent by telephone or facsimile machine to each Director not less than twenty-four (24) hours prior to the meeting and if by telephone or facsimile machine, confirmed in writing before or after the meeting. Notice may also be sent by first class mail to a Director at least three (3) days before the day on which the meeting is to be held. Notwithstanding the foregoing, no notice need be given to any person who submits a signed waiver of notice before or after a meeting, or who attends a meeting without protesting any lack of notice.
Section 4.5 Resignation. A Director may resign by giving written notice to the President of the Corporation which notice shall be immediately forwarded to the Board of Directors. Unless otherwise specified in the resignation, the resignation shall take effect upon receipt by the President, and the acceptance of the resignation shall not be necessary to make it effective.
Section 4.6 Removal. Any Director may be removed at any time, with or without cause, by vote of a majority of Members entitled to vote at an election of Directors.
Section 4.7 Vacancies. A position occurring in the Board of Directors resulting from a vacancy or an increase in the number of Directors shall be filled either by the affirmative vote of a majority of the Members present at a meeting at which a quorum is present, or by the affirmative vote of a majority of the remaining Directors, though less than a quorum. A person elected by the Members to fill a Director position shall serve for the unexpired portion of the term of the Director who is being replaced. A Director elected by the Members because of an increase in the number of Directors shall serve for an initial term that is approved by the Members not to exceed three (3) years. If a position on the Board of Directors is to be filled by the vote of the Directors, the person so elected shall serve only until the next election of Directors by the Members.
If because of death, resignation or other cause, the Corporation has no Directors in office, an Officer, a Member, an executor, administrator, trustee or guardian of a Member, or other fiduciary entrusted with like responsibility for the person or estate of a Member, may call a special meeting of Members in accordance with the Articles of Incorporation or these Bylaws.
Section 4.8 Quorum. The presence of a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business; provided, however, that if the number of Directors is more than seven (7) persons, then one-third (1/3) of the total number of Directors shall constitute a quorum. In the absence of a quorum, a majority of the Directors present may reschedule the meeting for a date certain. Notice of the rescheduled meeting shall be given pursuant to the terms of these Bylaws.
Section 4.9 Voting. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Each Director present shall have one vote.
Section 4.10 Action by Unanimous Consent. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all the Directors.
Section 4.11 Compensation of Directors. The Directors, as such, shall not be compensated for the performance of services for the Corporation, but may, by resolution of the Board of Directors, be reimbursed for expenses incurred on behalf of the Corporation.
Section 4.12 Participation in Meeting by Telephone. By written permission of a majority of the Board of Directors, a member of the Board of Directors or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of 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.
ARTICLE V – OFFICERS
Section 5.1 Officers. The Officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary. The Officers shall be elected by the Members at each annual meeting. The Members of the Corporation may from time to time elect or appoint other Officers including Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board may deem advisable, and such Officers shall have such authority, and shall perform such duties as from time to time may be prescribed by the Board of Directors. Any two or more offices, except that of President and Secretary, may be held by the same person. In addition to the powers and duties of the Officers of the Corporation as set forth in these Bylaws, the Officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors. No Officer shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation or Bylaws to be executed, acknowledged or verified by two (2) or more Officers.
Section 5.2 President. The President shall be the chief operating Officers of the Corporation. He or she shall preside at all meetings of the Board of Directors. The President shall perform such other duties and functions as shall be assigned to him or her from time to time by the Board of Directors. He or she shall be, ex officio, a Member of all standing committees. The President shall, unless otherwise provided by resolution of the Board of Directors, possess the power and authority to sign all certificates, contracts, instruments, papers and documents of every conceivable kind and character whatsoever in the name of and on behalf of the Corporation.