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MISSION STATEMENT City of Mount Clemens Retirees Association To protect and enhance the benefits of the members and form closer ties with each other by providing information and support for individuals as needed. THE CITY OF MOUNT CLEMENS RETIREES ASSOCIATION BY-LAWS ARTICLE I NAME, MEMBERSHIP AND PURPOSE Section 1. Name of Organization and Address The name of the organization shall be City of Mount Clemens Retiree’s Association herein after known as “Association”. The Association address is One Crocker Boulevard, Mount Clemens, Michigan 48043. Section 2. Filed of Membership The field of membership shall be
Section 3. Purpose The Association is a group of individuals who have, at one time, worked for the City of Mount Clemens. The Association promotes fellowship and communication between former co-workers and creates a personal link that is as far reaching as the retirees themselves. ARTICLE II MEETINGS Section 1. Place of Meeting Any or all meetings of the members, and the Board of Directors of this Association shall be held within the State of Michigan, at it’s registered office (City of Mount Clemens City Clerk’s office), or a location that is most convenient to the majority of members designated by the Board of Directors unless changed by Resolution adopted by the Board of Directors or changed by enactment of a By-Law by a majority of the members present at the Annual meeting. Section 2. Annual Meeting of Members After the year 1991, an Annual meeting of the members shall be held each year on the 2nd Tuesday in the month of October for the purposes of election of Directors to the Board and for the transaction of such other business as may be brought before the meeting. Section 3. Notice of Annual Meeting of Members At least ten (10) days prior to the date fixed by Section 2 of this article for the holding of the Annual meeting of members, written notice of the time and place of such meeting shall be posted on the Association’s web site HUwww.mcretirement.comUH, electronically mailed (e-mailed), and/or by U.S. Postal mail (Association Newsletter), as hereinafter provided, to each member entitled to vote at such meeting. Section 4. Delayed Annual Meeting If, for any reason, the Annual meeting of the members shall not be held on the day herein before designated, such meeting may be called and held as soon as possible thereafter, written notice of such meeting shall be posted on the Association’s web site HUwww.mcretirement.comUH, electronically mailed (e-mailed), and/or U.S. Postal (Association Newsletter) service shall be sent to all members at least ten (10) days prior to such delayed meeting. Section 5. Order of Business at Annual Meeting The order of business at the Annual meeting of the members shall be as follows:
(Provided that, in the absence of any objection, the presiding Chairperson many vary the order of business at his/her discretion.) Section 6. Special Meetings of Members A Special meeting of the members may be called at any time by the Chairperson or by a majority of the Board of Directors. Upon the call for such meeting, either by the Chairperson or the Board, the calling body shall specify the date, time and place of meeting and the objects and reasons therefore, and the Secretary shall send each member written notice by posting on the Association’s web site HUwww.mcretirement.comUH, electronically mailed (e-mailed), and/or by U.S. Postal mail, thereof citing the objects and reasons no less than seven (7) days prior to said Special meeting. Only business mentioned in the notice shall be transacted upon at such meeting. Section 7. Organization Meeting of Board The Board of Directors as constituted shall convene for the purpose of electing officers and transacting any other business properly brought before it. Section 8. Regular Meeting of Board Regular meeting of the Board of Directors shall be held not less frequently than once in each quarter at such time and place as the Board of Directors shall from time to time determine. No notice of regular meetings of the board shall be required, Ualthough, U posting it on the Association’s web site HUwww.mcretirement.comUH, electronically mailed (e-mailed), and/or by U.S. Postal mail (Association Newsletter) is recommended. Section 9. Special Meetings of Board Special meetings of the Board of Directors may be called by the President at any time or by a majority of the Board. The calling body shall specify the date time and place of meeting and the objects and reasons for calling same. The Secretary shall send out written notice and/or electronically (e-mail) notice as detailed concerning said meeting. ARTICLE III QUORUM Section 1. Quorum of Members At any meeting the majority of members present shall constitute a quorum. Section 2. Quorum of Directors A majority of the Directors shall constitute a quorum. ARTICLE IV VOTING, ELECTIONS AND PROXIES Section 1. Who Entitled to Vote Except as the articles or an amendment, or amendments, thereto otherwise provide each member of this Association shall, at every meeting of the members, be entitled to one vote in person or by proxy upon each subject submitted for vote. Section 2. Proxies If a proxy is necessary, a request shall be submitted in writing and shall not be deemed operative unless and until signed by the member and filed with the Association. Proxies are limited to members who are out of town or otherwise unable to attend the meeting. Section 3. Inspectors Whenever any person entitled to vote at a meeting of the members shall appoint not more than three inspectors. If the right of any person to vote at such meeting shall be challenged, the inspectors shall determine such right. The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. ARTICLE V BOARD OF DIRECTORS Section 1. Number and Term of Directors The business, property and affairs of this Association shall be managed by a Board of Directors composed of seven (7) members of the Association. Each Director shall hold office for the term for which he/she is elected and until his successor is elected and qualified. Section 2. Classification of Directors At all Annual elections three Directors shall be elected to succeed those Directors whose terms have expired. The Directors shall serve a three (3) year term. Section 3. Vacancies Vacancies on the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so elected to fill a vacancy shall remain a Director until a successor has been elected by the members, who may make such election at their next Annual meeting or at any special meeting duty called for that purpose and held prior thereto. Section 4. Action by Unanimous Written Consent If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid as though it had been authorized at a meeting of the Board of Directors . Section 5. Power to Make By-Laws The Board of Directors may from time to time propose and suggest changes and alterations, deletions and/or additions to the By-Laws of the Association, but they shall not make any changes, alteration, deletions or additions without first obtaining the approval of a majority of the members present by vote at any special or general meeting. Section 6. Power to Elect Officers The total number of Directors shall be seven (7) to include a Chairperson, Secretary, Treasurer, and Trustees. Section 7. Power to Appoint other Officers and Agents The Board of Directors shall have power to appoint such other officers and agents as the Board may deem necessary for transactions of the business of the Association. Section 8. Removal of Officers and Agents Any officer or agent may be removed by the Board of Directors whenever in the judgment of the Board the business interests of the Association will be served thereby. Section 9. Power to Fill Vacancies The Board of Directors shall have the power to fill vacancies occurring on the Board for any reason whatsoever. Section 10. Delegation of Power For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director. Section 11. Power to Require Bonds The Board of Directors may require any officer or agent to file with the Association a satisfactory bond conditioned for faithful performance of his/her duties, (i.e. Treasurer). ARTICLE VI OFFICERS Section 1. Chairperson The Chairperson shall be selected by and from the membership of the Board of Directors. He/she shall be the chief executive officer of the Association. He/she shall preside over all meetings of the Board and of the members. He/she shall have general and active management of the business of the Association and shall see that all orders and resolutions of the Board are carried into effect. He/she shall be ex officio a member of all standing committees and shall have the general power and duties of supervision and management usually vested in the office of Chairperson. The Association shall encourage the Mayor to appoint its Chairperson as the Trustee to represent the retirees on the City of Mount Clemens Retirement Board of Trustees. Section 2. Vice-Chairperson The Vice Chairperson shall be chosen from the membership of the Board. Such Vice-Chairperson in the order of their seniority shall perform the duties and exercise the power of the Chairperson during the absence or disability of the Chairperson. Section 3. Secretary The Secretary shall attend all meetings of the members and of the Board of Directors and shall preserve the books of the Association true minutes of the proceedings. He/she shall give all notices required by statute, by-law or resolution. He/she shall perform such other duties as may be delegated to him/her by the Board of Directors. Section 4. Treasurer The Treasurer shall have custody of all Association funds and securities and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements; he/she shall deposit all monies, securities and other valuable effects in the name of the Association in such depositories as may be designated for that purpose by the Board of Directors. He/she shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairperson and Directors at the regular meetings of the Board and whenever requested by them an account of all transactions as Treasurer and of the financial condition of the Association. The Board shall require the Treasurer to deliver a bond in form amount and with surety or sureties satisfactory to the Board conditioned for faithful performance of the duties of his/her office and for restoration to the Association in the case of his/her death, resignation, retirement or removal from office of all books, papers, vouchers, money and property of whatever kind in his/her possession or under his control belonging to the Association. The Association shall pay for the cost of the bond. ARTICLE VII EXECUTION OF INSTRUMENTS Section 1. Checks, Etc. All checks, drafts and orders for payment of money shall be signed in the name of the Association. Section 2. Contacts, Conveyances, Etc. The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument on behalf of this Association. ARTICLE VIII ASSOCIATION EXPENSES Section 1. EXPENSES All expenses will be paid by voluntary contributions from the members. If there are insufficient funds to pay outstanding bills, the Board of Directors will levy a special assessment with a detailed explanation. ARTICLE IX DISSOLUTION In the event of the dissolution of City of Mount Clemens Retiree Association, all assets both real and personal shall be donated, at the discretion of the Standing Board, to organizations that foster and promote activities for senior citizens. Approved: October 28, 1991 Amended: October 20, 2002 Amended: October 09, 2007 |
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