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By Laws
Bylaws
National Relief Network, Inc.
Article 1. Name and Statement of Purpose.
The name of the corporation shall be “National Relief Network, Inc”. (Hereinafter referred to as NRN) is incorporated as a non-profit corporation under the laws of Michigan and shall be exclusively for non-profit purposes defined by Section 501 (c) (3) of the Internal Revenue Code (currently in effect). The National Relief Network’s purpose is to bring as many volunteers into federal disaster areas as possible for the purpose of assisting devastated families and communities, while in turn teaching the values of giving and enhancing the lives of volunteers across America.
Article 2. Registered Office.
The registered office of the corporation shall be 12533 Horseshoe Dr., Gowen, MI 49326.
Article 3. Membership.
1.Membership criteria. Membership in the National Relief Network shall be split into two (2) groups. The first group being "Operating Members" and the second group being "Contributing Members". The Operating Members shall be the Board of Directors that are appointed or elected in accord with the provisions of Article 3 in these NRN By-Laws. The Contributing Members shall be those individuals, corporations, or other entities that have contributed money, services, equipment, or other like kind contributions to the National Relief Network. The Operating Members shall be the voting Directors of the National Relief Network and the Contributing Members will have no vote unless and until they are elected as Directors / Operating Members.
2. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
3. Termination of Membership. The board of directors, by affirmative vote of two thirds of all the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present and voting at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period. The process shall be carried out in good faith. At least 15 days prior written notice shall be given to the member to be expelled, suspended, or terminated. Said notice shall state the reasons for the action, and shall give the member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion, suspension, or termination, so as to allow the board of directors sufficient time to decide whether the action shall take place. Written notice of the proposed action shall be given by first class or certified mail and sent to the member's last address.
4. Resignation. Any member may resign by filing a written resignation with the secretary.
5. Reinstatement. On written request signed by a former member and filed with the secretary, the board of directors, by the affirmative vote of a majority of the board, may reinstate a member to membership on such terms as the board of directors may deem appropriate.
6. Special Meetings: The corporation shall hold a special meeting of members:
1. On call of its board or the person or persons authorized to do so by these bylaws; or
2. If the holders of at least five percent of the voting members in good standing sign, date, and deliver to any officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
7. Place of meeting: The board of directors may designate any place within the State of Michigan as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
8. Notice of Meeting: Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be made in by first class mail or telephone, whichever is more convenient, at least two days in advance of said meeting.
9. Quorum: At least one-tenth of the total number of members, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than one-tenth of the members is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
10. Proxies: At all meetings of members, a member may not vote by proxy.
11. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting. In the election of directors, cumulative voting shall not be permitted.
12. Resolutions. All resolutions offered for the consideration of the members shall be presented in writing prior to discussion before the membership.
Article 4. Board of Directors.
1. Powers: The business and affairs of the corporation shall be managed by the board of directors. The board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the board.
2. Number, Tenure, and Qualifications: The board of directors of the Corporation shall consist of six members..
3. Regular Meetings: A regular meeting of the board of directors shall be held on the second Tuesday of January, March, May, July, September and November of each fiscal year.
4. Special Meetings: Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.
5. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his business address, or by fax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
6. Quorum: A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. The act 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. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book.
7. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.
8. Removal of absent directors. Directors missing three regular meetings within same fiscal year are deemed removed.
9. Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
10. Fees. The board of directors shall have no annual membership fee.
Article 5. Officers.
1. Number: The officers of the Corporation shall be a president, vice-president, secretary, and a treasurer, each of whom shall be elected by the board of directors.
2. Election and Term of Office: The officers of the Corporation shall be elected annually at the first meeting of the board of directors held after each annual meeting of the members. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.
3. Removal: Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
5. Powers and Duties: The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the board of directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices. The secretary shall prepare minutes of all meetings of the members and the board, and shall authenticate the records of the corporation upon request.
6. Salaries: The salaries of the officers may be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation. There shall be no right to a salary and a salary may not be paid unless the board of directors so orders.
Article 6. Fiscal Year.
The fiscal year of the NRN shall begin on the first day of January each year.
Article 7. Contracts, Loans, Checks, and Deposits.
1. Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.
2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the board of directors.
4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors shall select.
Article 8. Resources and Staff.
1.The Board of Directors may accept financial, in-kind or technical assistance or other resources from other organizations.
2.The Board of Directors may hire staff or consultants as it deems needed to carry out its projects.
Article 9. Records.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article 10. Amendments. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the board of directors at any regular or special meeting of the board; provided, however, that the minimum number of directors shall not be increased or decreased nor shall the provisions of Article 3, concerning the members, be substantially altered without the prior approval of two-thirds of the members.
Article 11. Dissolution.
A dissolution shall require a minimum vote of two-thirds of the member organizations in good standing. Any residual proceeds shall be distributed to another non-profit organization with 501 (c) (3) status.
Originally approved on the 25th day of September 2003.
Attested to by: Paula Wittbrodt, Vice President
National Relief Network Board of Directors:
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