ARTICLE I. IDENTIFICATIONThe name of the Corporation is Michigan Relocation Council. The authorized abbreviation of the name of the Corporation is Michigan Relocation Council (MiRC).The Michigan Relocation Council is a Michigan Not-For-Profit Corporation that is affiliated with Worldwide ERC as a regional group. It has been established to:
Section 1. NAME
Section 2. PURPOSE
A. Promote professional standards in the corporate relocation field and conduct education seminars addressing current concerns.B. Provide a forum for ideas, concerns, and education in all aspects of relocation.
C. Provide continuing education credits for the (S)CRP® designations, as approved by Worldwide ERC®.
D. Provide our Members with the opportunity to network with others who share the responsibility for facilitating the relocation of families transferred for business reasons
Section 3. OFFICES
The MiRC shall have, and continuously maintain, in the state of Michigan a registered office and registered agent.
Section 1. TYPES OF MEMBERSHIPS
Section 2. ELIGIBILITY OF MEMBERSHIP
B. Service Membership will be open to those organizations whose business activity is in any of the following relocation fields:
2. Real estate brokerage, with an established relocation department
3. Residential real estate appraising
4. Residential mortgage lending
5. Title insurance
6. Shipment and storage of household goods.
7. Residential property management
8. Home building, with an established relocation department
9. Spouse assistance
10. Law firms involved in real estate or relocation
11. Organizations providing any type of relocation service, directly or indirectly.
The Criteria for Service Membership acceptance for the MiRC will be:
- Prior attendance at general meetings
The Criteria for Individual Membership will be:
Section 3. ADMISSION TO MEMBERSHIP
Application for Membership shall be made in writing or electronically and forwarded to the Membership Committee of the MiRC. All applications shall be referred by the Membership Committee to the Board of Directors. The Board will give approval based on the applicant's ability to meet the qualifications prescribed by these ByLaws.
Section 4. MEMBERSHIP REPRESENTATIVES
When an organization makes application for membership, it shall provide the MiRC Secretary with the name and address of the individual to be designated as the Primary Representative. Additional employee(s) may be designated as a Secondary Representative(s). Such Representative(s) must be engaged in a relocation-related capacity and shall be responsible for advising the MiRC Secretary of changes in individual Representatives of the Member. All notices required or authorized by these ByLaws shall be sent to all Representatives.
Section 5. MEMBERS IN GOOD STANDING
Section 6. MEMBERSHIP TENURE
A membership year shall begin on January 1 and end on December 31st of each year. Membership dues are payable by February 1st of each year.
Section 7. VOTING RIGHTS
Each member organization will be entitled to one vote. The Representative must be present at the business meeting in which the vote is taken.
Section 8. TERMINATION OF MEMBERSHIP
A. Through resignation - Any Member or Representative may voluntarily terminate his/her membership by filing a written resignation with the MiRC Secretary. Resignation becomes effective upon receipt by the MiRC Secretary.
B. Through ineligibility - Any Member or Representative who, after review, is determined by a majority vote of the Board of Directors to no longer meet qualifications for membership shall be terminated.
C. For Cause – Solicitation of business is strictly prohibited at all MiRC functions and any Member or Representative who engages in such activity or activities detrimental to the MiRC may be terminated after appropriate review and a majority vote of the Board of Directors.
D. Upon termination of membership, for any reason, all rights, privileges, and other interests of such Members or Representatives in the MiRC shall cease. No refund of membership dues shall be made.
E. Upon written request signed by the former Representative and filed with the Membership Committee, the Board of Directors, by majority vote of the Board, may reinstate such former Representative to membership upon such terms as the Board of Directors may deem appropriate.
F. A Representative who resigns because they leave their job can reapply for membership which will be considered based on the criteria in Sections 2,3 and 4.
Section 1. GENERAL BUSINESS MEETING
Meetings shall be held periodically each year, with a portion of the meetings designated for business and voting purposes if needed.
Section 2. SPECIAL MEETINGS
Special meetings of the Representatives may be called by the President, Board of Directors, or by a majority of the Representatives.
Section 3. NOTICE OF MEETINGS
Written notice stating the purpose, place, date and hour of any meeting of the Representatives shall be mailed to each Representative not less than seven days before the date of such meeting.
Section 4. QUORUM
A quorum for the purpose of voting shall be the voting Representative(s) in attendance at a general business or a special meeting.
ARTICLE IV. BOARD OF DIRECTORS
The general affairs of the MiRC shall be managed by its Board of Directors.
Section 2. NUMBER AND TENURE
The Board of Directors shall consist of both Corporate and Service membership with a minimum of nine, but no more than eleven members. Directors shall hold office for a three year term. At the Boards discretion, the outgoing Board President may be appointed as Chairman of the Board the following year with non-voting rights.
Section 3. ELIGIBILITY OF DIRECTORS
In order to be considered for nomination to the Board, the Representative must:
Be a Representative of a Member in good standing of the MiRC, have attended a minimum of two general business meetings during the previous twelve months, and served on a committee within the previous twelve months.
Section 4. NOMINATION AND ELECTION OF DIRECTORS
The Nominating Committee (see Article VI Section I) shall nominate at least one candidate for each vacancy on the Board of Directors. The names of the prospective nominees shall be presented and voted upon at the last General Business Meeting of the year. In the event there are more nominees than vacancies on the Board of Directors, election shall be by closed ballot. If the vacancy is due to resignation or termination, the Board of Directors will forthwith appoint a Director from the Representatives; the new Director will serve for the unexpired term of the predecessor.
Section 5. LIMITATION
No more than two representatives from the same company may be elected to the Board of Directors to serve at the same time.
Section 6. INDEMNITY
Section 7. RESIGNATION
A Director, at any time, may resign by giving written notice of such resignation to the MiRC Secretary. Such resignation shall be effective as of the date specified therein, if not date is specified, the resignation shall be effective upon receipt by the MiRC Secretary.
Section 8. BOARD OF DIRECTORS MEETINGS
Board of Directors' meetings shall be held on a regular basis with a minimum of four board meetings per year.
Section 9. SPECIAL MEETINGS
Any Director may call a special meeting upon a seven-day written notice.
Section 10. QUORUM
A majority of the Board of Directors (excluding advisory members) shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, no binding actions shall be taken.
Section 11. REMOVAL OF A DIRECTOR
Any Director may be removed for cause by a majority vote of the Board of Directors. Removal of a Director elected by the Representatives may be appealed to the membership. Reinstatement may be by a majority vote of the voting Representatives present.
ARTICLE V. OFFICERS
Section 1. OFFICERS
The elected Officers of the Board of Directors shall be President, Vice President, Treasurer and Secretary. A concerted effort will be made to elect a Corporate Representative for the office of President.
Section 2. DUTIES OF OFFICERS
The duties of the Officers shall be such as their titles indicate by general usage and as may be assigned to them by a majority vote of the Directors. Their duties are as follows:
President: The President shall be the Chief Executive Officer of the Organization; preside at all meetings of the Organization and of the Board of Directors; shall appoint chairpersons of all committees as deemed necessary to carry on the activities of the Organization; shall be an ex-officio member of each committee; shall sign for the Organization all contracts or other formal instruments; shall render an annual report at the Annual Meeting and shall perform such other duties pertaining as are required of the President.
Vice President: The Vice President shall assume the duties of the President in his/her absence, and shall perform such other duties as are required of the President.
Secretary: The Secretary shall keep a true and correct record of all proceedings of the Organization and of the Board of Directors, and shall maintain an up-to-date list of membership. The Secretary shall notify the members of all meetings, attend to all correspondence, and perform all other duties usually pertaining to that office.
Treasurer: The Treasurer shall receive all monies of the Organization and shall keep them on deposit in a bank or banks approved by the Board of Directors. The Treasurer shall make all disbursements. Only current Organization operating expense disbursements may be made without the prior approval of either the Board of Directors or by vote of a majority of the active membership. The Treasurer shall keep a record of all receipts and disbursements and shall render reports showing the financial condition of the Organization at the Annual Meeting and also as called upon by the Board of Directors.
Section 3. ELECTION OF OFFICERS
The Officers of the MiRC shall be elected by the Board of Directors at a meeting of the Board. Nominees are to be selected from among the Directors. The Directors shall nominate at least one candidate for each office. Additional nominations may be made from the floor of the Board meeting at which Officers are elected by closed ballot.
Section 4. TENURE
Officers shall be elected for a one year term (and may be re-elected for an additional term) at the last Board of Directors meeting of the year. The office and the duties of the new Officers will be assumed at the beginning of the next calendar year.
Section 5. VACANCIES
The President shall, with the approval of the Board of Directors, appoint a Representative qualified to hold office to fill any interim Officer vacancy. If no qualified candidate is elected, the Board shall exercise the powers of the President's office as a committee of the whole, with decisions passed by a simple majority of those present.
Section 6. RESIGNATION
Any Officer, at any time, may resign by giving written notice of such resignation to the Secretary of the Corporation. Such resignation shall be effective as of the date specified therein and if no date is specified, the resignation shall be effective upon receipt by the Secretary.
ARTICLE VI. COMMITTEES
Section I. GENERAL COMMITTEES
The President may appoint such committees, in addition to the standing committees as appropriate, with the approval of the Board of Directors. At least one member of the Board of Directors shall be appointed to each committee. Duration of the general committee shall be determined by the President with the approval of the Board of Directors.
Section 2. STANDING COMMITTEES
Standing committees shall be those on Membership, Nominating, and Programs, Media, Golf and any other committee the President and the Board of Directors shall from time to time designate.
Section 3. CHAIRPERSONS
Chairperson must be a Director. The President, at his/her option, may appoint a co-chair to any committee.
Section 4. VACANCIES
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the original appointments.
Section 5. QUORUM
The majority of the members of the Committee shall constitute a quorum. Matters in issue shall be resolved by the vote of a majority of the members present and presented to the Board for approval. The committee can meet without a quorum to accomplish the stated duties.
Section 6. RULES OF ORDER
Section 6. RULES OF ORDER
Robert's Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Corporation and Committees in all instances wherein its provisions do not conflict with the ByLaws.
ARTICLE VII. BYLAWS
Section 1. PROCEDURE
These ByLaws may be altered, amended, repealed, and new ByLaws may be adopted by a majority of the entire Board of Directors at any meeting of the Board, provided that at least seven days written notice is given of intention to alter, amend, repeal, or to adopt new ByLaws at such meeting.
Section 2. NOTICE
When any amendments of the ByLaws have been made, copies of said amendments, or a complete revised copy of the ByLaws as amended, shall be mailed communicated within sixty days to each Representative.
Section 3. AMENDMENT BY MEMBERS
Any Representative in good standing may submit a proposed amendment or additional ByLaws to the Board for its consideration. In the event that the Board fails to adopt such proposed amendment or addition, the proposed amendment or addition will be submitted for the consideration of the membership at the next Business meeting, where it must receive the approval of two thirds of the Representatives present. The text of the proposed amendment or addition will be mailed to the Representatives with the notice of the meeting.
ARTICLE VIII. DISSOLUTION
The MiRC may only be dissolved by a majority vote of the Representatives present at the meeting specifically called for this purpose.
Upon the dissolution or winding-up of the affairs of MiRC, after providing for the payment of all obligations, any remaining assets shall be distributed to any recognized non-profit relocation organization, subject to approval of the Board of Directors.
ARTICLE IX. FISCAL AND ELECTIVE YEAR
The fiscal and elective year of the Corporation shall be from January 1, through December 31 inclusive.
ARTICLE X. DUES
Section 1. ANNUAL DUES
The dues shall be established by vote of a majority of the Board of Directors. Each member shall be responsible for payment of the dues by February 1st .
ARTICLES XI. ACCOUNTING
Section 1. BOOKS AND RECORDS
The MiRC shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, officers and committees. All books and records of MiRC may be inspected by any Representative for any purpose at any reasonable time.
ARTICLE XII. CONTRACTS, CHECKS, DEPOSITS & FUNDS
Section 1. CONTRACTS
The Board of Directors may authorize any Officer or Officers, agent or agents of the MiRC, in addition to the Officers so authorized by these ByLaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of MiRC, and such authority may be general or confined to specific instances.
Section 2. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the MiRC, shall be signed by such delegated Officer or Officers, of MiRC and in such manner as shall from time to time by resolutions of the Board of Directors reassign such authority.
Section 3. DEPOSITS
All funds of MiRC shall be deposited to the credit of MiRC in such banks, trust companies, or from time to time other depositories as the Board of Directors may select.
Section 4. GIFTS
The Board of Directors may accept on behalf of MiRC any contribution, gift, bequest, or device for any general or special purposes of MiRC.
ARTICLE XIII. WAIVER OF NOTICE