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Article I – Meetings | Article II – Quorum | Article III – Voting, Elections & Proxies | Article IV – Directors | Article V – Officers | Article VI – Execution of Instraements | Article VII – Financial Power of Officers | Article VIII – Membership | Article IX – Dues | Article X – Amendments | Article XI – Indemnification
Following are the Bylaws for
The Western Michigan Society for Industrial Heritage
PO Box 273, Coopersville, MI
as filed with the:
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
Corporation, Securities and Land Development Bureau
FILED: 28 MAR 2001
Amended: 21 MAY 2009
The Western Michigan Society for Industrial Heritage
The purpose of the Corporation is preservation, restoration and demonstration of equipment used as a part of our early American heritage. back to top
Section 1. Place of meeting. Any or all meetings of the members/directors of this corporation shall be held within the State of Michigan at a place chosen by the members/directors.
Section 2. Annual meeting of members/directors. An annual meeting of the members/directors shall be held in each year on the first Monday in March, the purposes of which shall be the election of officers to replace those whose term has expired, settlement of accounts, general discussions of corporation business, election of new members/directors into the corporation, and any other business affecting the corporation.
Section 3. Notice of annual meeting of members/directors. At least ten (10) days and not more than sixty (60) days prior to the date fixed by Section 2 of this Article for the holding of the annual meeting of members/directors, written notice of the time and place of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting.
Section 4. Delayed annual meeting. If, for any reason, the annual meeting of the members/directors is not held on the day designated, the meeting may be called and held as a special meeting, and the proceedings may be there as at an annual meeting, provided that the notice of meeting shall be required for the annual meeting, namely, not less than ten (10) day notice.
Section 5. Order of business at annual meeting. The order of business at the annual meeting of the members/directors shall be as follows:
a) Roll call
b) Reading of the notice and proof of mailing
c) Reading of minutes of last preceding meeting
d) Report of president
e) Report of treasurer
f) Election of officers for vacated positions
g) Election of new members/directors
h) Transaction of other business mentioned in the notice
Provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion.
Section 6. Special meetings of members/directors. A special meeting of the members/directors may be called at any time by the president, or by a group of five members/directors of the corporation. The method by which the meeting may be called is as follows: upon written receipt of a specification in writing setting forth the date and objects of the proposed special meetings, signed by the president, or by the five requesting members/directors, the secretary shall prepare, sign and mail the notices requisite to the meeting.
Section 7. Notice of special meeting of members/directors. At least ten (10) days prior to the date fixed for the holding of any special meeting of members/directors, written notice of the time, place and purposes of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting. No business not mentioned in the notice shall be transacted at the meeting.
Section 8. Regular meetings of the directors. Regular meetings of the directors of the corporation shall be held quarterly at a time and place as the directors shall determine at the prior meeting. No notice of the regular meetings of the directors shall be required.
Section 9. Notices and mailing. All notices required to be given by any provision of these bylaws shall state the authority by which they are issued (as, “by request of the president,” or “by request of a group of five (5) members/directors of the corporation” as the case may be) and shall bear the written, stamped, typewritten or printed signature of the secretary. Notice of the time, place, if any, and purposes of a meeting of shareholders or members shall be given in any of the following manners:
a) By written notice, given personally, by mail, or by electronic transmission, not less than 10 nor more than 60 days before the date of the meeting to each shareholder or member of record entitled to vote at the meeting.
b) By including the notice, prominently displayed, in a newspaper or other periodical regularly published at least semiannually by or in behalf of the corporation and addressed and mailed, postage prepaid, to a member or shareholder entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting.
c) By posting the information on the corporation’s website and publicizing the posting according to item a) or b) listed above.
Section 10. Consent by members. Any action required or permitted to be taken at any annual or special meeting of the member/directors may be taken without a meeting, without prior notice and without a vote, if all of the members entitled to vote consent in writing.
Section 1. Quorum of members/directors. Presence in person or by proxy of five (5) members/directors of this corporation shall constitute a quorum at any meeting of the members/directors.
VOTING, ELECTIONS AND PROXIES
Section 1. Who may vote. Each member shall have one vote upon all questions presented for action at any meeting of the members.
Section 2. Proxies. No proxy shall be deemed operative unless and until signed by the member and filed with the corporation.
Section 3. Two-Thirds majority. All matters brought on for a vote must be approved by the affirmative vote of two-thirds of the members/directors present at the meeting, including proxies.
Section 1. General Powers. The business and affairs of the corporation shall be managed by the directors.
Section 2. Number, Qualification and Term of Office. The property, business and affairs of the Corporation shall be managed by its Board of Directors, to consist of three (3) or more persons (as may be determined from time to time by the members or the Board of Directors). Each member shall automatically be a director of the corporation, and shall serve until he or she ceases to be a member for any reason.
Section 3. Informal Action by Directors. Unless specifically prohibited by the articles of incorporation or bylaws, any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting f the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all the directors shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State.
Section 4. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 1. President. The president shall be selected by the directors of the corporation. Her or she shall be the chief executive officer of the corporation and shall preside over all meetings of the members/directors. He or she shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the members/directors are carried into effect. The president shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested n the office of president of a corporation.
Section 2. Vice-president. The vice-president shall be elected by the directors of the corporation. The vice-president shall perform the duties and exercise the powers of the president during the absence of or disability of the president.
Section 3. Secretary. The secretary shall be elected by the directors of the corporation, shall attend all meetings of the members/directors, and shall preserve in the books of the corporation true minutes of the proceedings of all meetings. He or she shall give all notices required by stature, by law or resolution and shall perform any other duties as may be delegated by the members/directors of the corporation.
Section 4. Treasurer. The treasurer shall be elected by the directors of the corporation, shall have custody of all corporate funds and securities, and shall keep in the books belonging to the corporation full and accurate accounts of all receipts and disbursements and shall deposit all moneys, securities and other valuable effects in the name of the corporation in the depositories designated for that purpose by the members/directors of the corporation. He or she shall disburse the funds of the corporation taking proper vouchers for the disbursements, and shall render to the president and the members/directors at the annual meeting of the corporation, and whenever requested by them, an account of all treasurer transactions and of the financial condition of the corporation.
Section 5. Term of office. Each officer shall be elected for a three year term.
EXECUTION OF INSTRAMENTS
Section 1. Checks and drafts. All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned, by such officers or agents as the members/directors shall from time to time designate for that purpose.
Section 2. Contracts, conveyances or other instruments. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president, or vice-president, and the secretary, may execute it on behalf of this corporation. The directors shall have the power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.
POWER OF OFFICERS TO BORROW OR EXPEND MONEY
Section 1. The officers of the corporation shall have the power to borrow money without the consent of the members of the corporation.
Section 2. The president shall have the power and authority to expend funds on behalf of the general interest of the corporation, provided however, that expenditures shall not exceed the sum of $500.00 per expenditure without the prior approval of the members given at a meeting.
Section 1. Application. Any person desiring membership in the corporation shall make application therefore in writing to the corporation filing such application with the secretary. Applications shall not be considered complete unless or until payment of appropriate dues have been received by the acting treasurer of the corporation.
Section 2. Qualifications. In order to be considered for membership in the corporation, the applicant must show a willingness to devote time towards and or financial assistance to the corporate objectives. In order to be approved for membership, the applicant must receive an affirmative vote of a majority of the members/directors of the corporation present at the meeting.
Section 3. Transfer of Membership. Membership in this corporation shall not be transferable.
Section 4. Termination of Membership. Membership in the corporation shall cease at the death of the member, or at a determination by a court that the member is legally incapacitated. A member may be removed from membership by an affirmative vote of 3/4 of the members of the corporation (not 3/4 of those present at a meeting) at any annual meeting or at any special meeting of the members called for that purpose, for conduct being prejudicial to this corporation, provided, that the member shall first, have been served with written notice of the accusations and shall have been given an opportunity to produce witnesses, if any, and to be heard, at the meeting at which the vote is taken. A member who has had his or her membership terminated according to due process as described in these bylaws or the Articles of Incorporation for the corporation forfeits any and all dues paid and is not entitled to a refund or pro-ration of said dues.
Section 5. Membership Types. The members/directors of the corporation shall have the authority to designate various types or levels of membership and establish related due fees associated with such types or levels. The dues structure and amounts shall be evaluated at the annual meeting of the corporation or any special meeting held in lieu of the annual meeting.
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Section 1. Assessment of Dues. The members may be assessed annual dues to be determined by the membership for the upcoming year. These dues shall be used to defray the anticipated annual expenses of the corporation. Dues shall be paid within sixty (60) days of their assessment. Once paid, dues become the exclusive property of he corporation without right of forfeiture or pro-ration in the event of the termination of membership for any reason.
Section 2. Failure to pay dues. In the event a member shall fail to pay dues within sixty (60) days of their assessment, the secretary of the corporation shall send a notice to that member giving an additional thirty (30) days to pay the dues. The notice shall also state that if dues are not paid within the thirty (30) days, the membership shall automatically terminate.
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AMENDMENT TO BYLAWS
Section 1. Amendments, how affected. These bylaws may be amended, altered, added to or repealed by the affirmative vote of 2/3 of the members of the corporation (not 2/3 of those present at a meeting) at any regular or special meeting of the members if notice of the proposed amendment, alteration, addition or repeal is contained in the notice of the meeting.
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INDEMNIFICATION OF VOLUNTEER DIRECTORS
OFFICERS, EMPLOYEES AND AGENTS
Section 1. Indemnification: Third Party Actions. This corporation has the power to indemnify a person who was or is a party, or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of this corporation) by reason of the fact that the person is aor was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorney’s fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit or proceeding if that person acted in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interests of this corporation or its members/directors, and with respect to a criminal action or proceeding, that person had no reasonable cause to believe that the conduct was unlawful. The termination of an action, suit or equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interests of this corporation or its members and, with respect to a criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Section 2. Indemnification: Actions in the Right of this Corporation. This corporation has the power to indemnify a person who was or is a party to, or is threatened to e made a party to a threatened, pending or completed action or suit by or in the right of this corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent o this corporation, or is or was serving at the request of this corporation as a director, officer, partner, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney’s fees) and amounts paid in settlement incurred by that person in connection with the action or suit, if that person acted in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interests of this corporation or its members. However, no indemnification shall be made for a claim, issue or matter in which such person shall be found to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, that person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
Section 3. Indemnification: Mandatory and Permissive Payments.
a) To the extent that a director, officer, employee or agent of this corporation has been successful on the merits or otherwise in defense of an action, suit or proceeding referred to in Section 1 or Section 2 of this Article X, or in defense of a claim, issue or matter in te action, suit, or proceeding, that person shall be indemnified against expenses (including actual and reasonable attorney’s fees) incurred by that person in connection with the action, suit or proceeding as well as in connection with the action, suit or proceeding brought to enforce the mandatory indemnification provided in this Subsection.
b) An indemnification under Section 1 or Section 2 of this Article X, unless ordered by a court, shall be made by this corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because that person has met the applicable standard of conduct as set forth in either Section 1 or Section 2. That determination shall be made in any of the following ways:
(1) A majority vote of a quorum of the directors who were not parties to the action, suit or proceeding.
(2) If that quorum is not obtainable, then by a majority vote of a committee of directors who were not parties to the action, suit, or proceeding. The committee shall consist of not less than two (2) disinterested directors.
(3) By independent legal counsel in a written opinion.
(4) By the members.
c) If a person is entitled to indemnification under Section 1 or Section 2 of this Article X for a portion of expenses, including attorney’s fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, this corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
These bylaws were adopted as and for the bylaws of The Western Michigan Society for Industrial Heritage, a Michigan Corporation, at the First Meeting of the members/directors held on the 11th day of July, 2001 and amended the 21st day of May, 2009. s/Philip J Cok, President
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ARTICLE III – EARNINGS AND ACTIVITIES
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign of behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation; contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
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ARTICLE IV – NONSTOCK BASIS
The Corporation is organized upon a nonstock basis.
1. If organized on a stock basis, the aggregate number of shares which the Corporation has authority to issue is n/a. If the shares are, or are to be, divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class are as follows:
2. If organized on a nonstock basis, the description and value of its real property assets are:
and the description and value of its personal property assets are:
The corporation is to be financed under the following general plan:
The Corporation activities shall be financed with contributions from individuals, foundations or other organizations. The Corporation may also charge membership dues.
The Corporation is organized on a membership basis.
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ARTICLE V – LOCATION
1. The address of the registered office is:
4955 Lake Harbor Road 327 Main Street
Muskegon, MI 49441 Coopersville, MI 49404
2. The mailing address of the registered office if different than above is:
P.O. Box 55 P.O. Box 273
Coopersville, MI 49404
3. The name of the registered agent at the registered office is:
Brad Anderson Philip Cok.
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ARTICLE VI – INCORPORATOR
The names and addresses of all the incorporators are as follows:
Brad Anderson, 4955 Lake Harbor Road, Muskegon, MI 49441
Tom Byle, 1201 Glenaire Drive, N.W., Grand Rapids, MI 49544
Carl J. Sinke, 4511 36th Street, S.E., Kentwood, MI 49512
Fred Florshinger, P.O. Box 104, Coopersville, MI 49404
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ARTICLE VII – DISSOLUTION
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
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ARTICLE VIII – LIMITED LIABILITY FOR OFFICERS
A. A volunteer officer of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for a breach of the volunteer officer’s fiduciary duty, except for a liability for any of the following:
A breach of the volunteer officer’s duty of loyalty to the Corporation or its members;
Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
A violation of Section 551(1) of the Michigan Nonprofit Corporation Act;
A transaction from which the volunteer officer derived an improper personal benefit;
An act or omission occurring before the date this document is filed; or
An act or omission that is grossly negligent.
B. The Corporation shall assume all liability to any person other than the Corporation or its members for claims for monetary damages for a breach of a volunteer officer’s duty in his or her capacity as a volunteer officer and the volunteer officer shall not be personally liable to such persons for monetary damages, except for liability for acts or omissions described in A.1. through A.6. of this Article.
C. For purpose of this Article, a “volunteer officer” means an officer who does not receive anything of value from the Corporation for serving as an officer other than reasonable per diem compensation and reimbursement for actual, reasonable, and necessary expenses incurred by an officer in his or her capacity as an officer.
D. Any repeal, modification or adoption of any provision in these Articles inconsistent with this Article shall not adversely affect any right or protection of a volunteer officer of the Corporation existing at the time of the repeal, modification, or adoption.
E. If the Michigan Nonprofit Corporation Act is amended after this Article has been adopted by the members to authorize corporate action to further eliminate or limit the personal liability of volunteer officers, then the liability of a nonofficer volunteer for the Corporation shall be eliminated or limited to the fullest extent permitted by the Nonprofit Corporation Act, as amended.
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ARTICLE IX – LIMITED LIABILITY FOR NONOFFICER VOLUNTEERS
A. The Corporation shall assume the liability for all acts or omissions of a nonofficer volunteer of the Corporation (a “nonofficer volunteer”) occurring on or after the effective date of this Article if all of the following are met:
The nonofficer volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;
The nonofficer volunteer was acting in good faith;
The nonofficer volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;
The nonofficer volunteer’s conduct was not an intentional tort; and
The nonofficer volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in MCLA 500.3135.
B. For purpose of this Article, a “nonofficer volunteer” means an individual, other than an officer, performing services for a nonprofit corporation who does not receive compensation or any other type of consideration for the services other than reimbursement for expenses actually incurred.
C. If the Michigan Nonprofit Corporation Act is amended after this Article has been adopted by the members to authorize corporate action to further eliminate or limit the personal liability of nonofficer volunteers, then the liability of a nonofficer volunteer for the Corporation shall be eliminated or limited to the fullest extent permitted by the Nonprofit Corporation Act, as amended.
D. Any repeal, modification or adoption of any provision in these Articles of Incorporation inconsistent with this Article shall not adversely affect any right or protection of a nonofficer volunteer existing at the time of such repeal, modification, or adoption.
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ARTICLE X – TERM
The term of this Corporation is perpetual.
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ARTICLE XI – SEAL
The Corporation shall have no seal.
We the Incorporators, have signed our names this 12th day of March , 2001.
Western Michigan Society for Industrial Heritage
Amended, 06 May 2008