1.01 Principal Office. The principal office is enumerated in Article III of the Articles of Incorporation (“Articles”). The principal office of the Corporation shall be at such place within the state of Michigan as the board of directors may determine from time to time.
1.02 Purpose. The purpose of the Corporation is as enumerated in Article I of the Articles of Incorporation.
1.03 Limitation of Compensation. No part of the Corporation’s net earnings shall inure to the benefit of or be distributable to its directors, members, officers, or other private persons, except the Corporation shall be authorized and empowered to pay Reasonable Compensation for services rendered, and to make payments and distributions in furtherance of its purposes.
1.04 Limitation of Political Activity. No substantial part of the Corporation’s activities shall include attempting to influence legislation or campaigning on behalf of or in opposition to any political candidate, including carrying on propaganda for such purposes or publishing or distributing political statements for such purposes.
1.05 Distribution of Assets upon Dissolution. No portion of the Corporation’s assets shall inure to the benefit of any director, officer, or member of the Corporation, or other private persons. Upon dissolution, all assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal, state, or local government for a public charitable 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 is then located, exclusively for the purposes as the court determines are exempt under Section 501(c)(3) of the Internal Revenue Code.
2.01 Eligibility for Membership. To be eligible for fellow membership in the State Association of Accountants, Auditors, and Business Administrators (the “Association”) a person must work in governmental accounting, auditing, or business administration, or be otherwise deemed by the board of directors to be eligible for fellow membership.
Accounting instructors in universities, colleges, and business schools in the State of Michigan are eligible for admission as fellow members. The membership shall consist of fellow and honorary members.
2.02 Fellow Members. Upon the full payment of annual membership dues, fellow members shall enjoy the rights to:
- To vote for directors;
- To serve as officers and directors;
- To access the Association’s newsletter;
- To attend regular membership meetings at a reduced price; and
- To attend annual membership meetings at no cost.
2.03 Honorary Members. Fellow members in good standing upon retirement from state service shall become eligible for honorary membership. The board of directors may also grant honorary membership to individuals. Honorary members are not required to pay annual dues. Honorary members shall have all the rights of fellow members except for the rights to vote for or serve as officers and directors.
2.04 Membership Dues. The board of directors shall establish the amount of the Association’s annual membership dues at least 45 days before the start of the fiscal year. At least 30 days before the start of the fiscal year, the Director of Membership shall notify members of the amount of the dues owed to renew a membership.
2.05 Payment of Dues. Dues shall be payable on or before the first day of the fiscal year. The rights of fellow membership shall only be granted to members after dues are paid in full for the current fiscal year.
2.06 Annual Meeting. The annual membership meeting shall be held in September.
2.07 Special Meetings. Special membership meetings may be called by the board of directors or by the President. Special meetings shall also be called by the President or secretary at the written request of not less than 10 percent of the members.
2.08 Place of Meetings. All membership meetings shall be held at the Corporation’s principal office or at any other place determined by the board of directors and stated in the notice of the meeting.
2.09 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not less than 15 days nor more than 60 days before the date of the meeting. Notice shall be provided to each member entitled to vote at the meeting at the member’s current email address provided to the Association. Alternatively, notice may be published in the Association’s newsletter, provided that the newsletter is published at least semiannually and is available to the members entitled to vote at the meeting not less than 15 days nor more than 60 days before the date of the meeting.
2.10 Record Dates. In order that the Association may determine the members entitled to notice of a membership meeting and to vote at a membership meeting, the membership record as of 10 days before the membership meeting shall determine the members’ rights to receive notice of the meeting and vote at the meeting.
2.11 List of Members. The Secretary of the Association shall certify a complete list of members entitled to vote at a membership meeting. The list shall be arranged alphabetically with the contact information provided by each member and shall identify the time and place of the membership meeting. The list of members shall be available at the meeting and subject to inspection by any members at any time during the meeting, and be prima facie evidence of the members entitled to examine the list or to vote at the meeting.
2.12 Quorum. Any number of fellow members present in person or by proxy shall constitute a quorum at a membership meeting. Any meeting may be adjourned by vote of the members present regardless of whether or not a quorum is present.
2.13 Proxies. A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize another person to act for the member by proxy. A proxy shall be signed by the member or the member’s authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it except as otherwise provided by statute.
2.14 Voting. Each fellow member is entitled to one vote on each matter that is subject to a vote of the members. A vote may be cast either orally or in writing. When an action, other than the election of directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater number of votes is required.
2.15 Meeting by Telephone or Similar Equipment. A member may participate in a membership meeting by conference telephone or any similar communications equipment through 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.
OFFICERS AND DIRECTORS
3.01 General Powers. The affairs of the Association shall be administered by the board of directors (the board).
3.02 Number. The board shall consist of not fewer than five nor more than eleven directors.
3.03 Terms. Directors shall be elected to two-year terms. The members shall elect directors at the annual membership meeting held in years when the directors’ terms expire. The term of directors shall start at the beginning of the first day of the fiscal year immediately following the annual meeting at which they were elected and shall expire at the end of the last day of the second year of the term. There is not a limit on the number of terms that a director may be elected to serve.
3.04 Officers. The board of directors shall be led by four directors (President, Vice President, Treasurer, and Secretary) that will serve as Officers of the Board. The board shall elect the Vice President, Secretary, and Treasurer from among the directors for a two-year term concurrent with the term of the director, or for the remainder of the term if necessary to fill a vacancy. The current Vice President shall serve as President for the subsequent term. The current President shall serve as the Immediate Past President for the subsequent term.
3.05 Ex Officio Directors. The President and Immediate Past President shall remain on the board as Ex Officio board members. Ex Officio board members have the full rights of board members but are not subject to re-election by the members for the term by virtue of succeeding to offices requiring their membership on the board.
3.06 Resignation and Removal. A director or officer may resign at any time by providing written notice to the board of the Association. Notice of resignation will be effective on its receipt or at a later time designated in the notice. Any director may be removed by a majority vote of the members entitled to vote at any membership meeting. An officer that is removed or resigns as a director shall vacate their position as an officer.
3.07 Vacancies. If fewer than eleven directors are serving on the board, a fellow member may be nominated by a director to become a director subject to approval by a majority of the directors, without regard to whether there is enough directors on the board for a quorum. Directors nominated and approved to fill vacancies shall serve for the remainder of the term expiring at the end of the last day of the fiscal year when the full term of a director would have ended.
3.08 Annual Meeting. An annual board meeting shall be held in September immediately after the annual membership meeting. If the annual board meeting is not held at that time, the board shall cause the meeting to be held as soon thereafter as is convenient. At the annual board meeting, the directors elected at the membership meeting shall elect a Vice President, Treasurer, and Secretary from among the directors elected.
3.09 Regular Meetings. Regular board meetings may be held at the time and place as determined by a board resolution without notice other than the resolution.
3.10 Special Meetings. Special board meetings may be called by the President or any two directors at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each director at least three days before the meeting.
3.11 Statement of Purpose. The business to be transacted at any regular or special board meeting need not be specified in the notice for that meeting.
3.12 Waiver of Notice. The attendance of a director at a board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
3.13 Meeting by Telephone or Similar Equipment. A director may participate in a meeting by conference telephone or any similar communications equipment through 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.
3.14 Quorum. A majority of the directors constitutes a quorum for the transaction of any business at any board meeting. Actions authorized by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions by the board.
3.15 Consent to Corporate Actions. Any action required or permitted to be taken pursuant to board authorization may be taken without a meeting if, before or after the action, all directors consent to the action in writing. Written consent may be provided by electronic communication. Written consents shall be filed with the minutes of the board’s proceeding.
DUTIES OF DIRECTORS AND OFFICERS
4.01 President. The President shall be the chief executive officer of the Association and shall have authority over the general control and management of the business and affairs of the Association. The President, if present, shall preside at all board meetings and membership meetings. The President shall appoint the non-officer directors to serve in the six Director positions.
4.02 Vice President. The Vice President shall fulfill the duties of the President during the absence or incapacity of the President. The Vice President shall become the President at the expiration of the Vice President’s term or if the Presidency is vacant. The Vice President shall consult with the Director of Membership and the Treasurer determine an amount to recommend to the board for annual membership dues and for membership meetings. The Vice President shall serve at all times in an advisory capacity on matters relating to the Association’s operations.
4.03 Secretary. The Secretary shall keep minutes for all Board meetings and of any official action taken by the membership as provided in the Bylaws of the Association. The Secretary shall also be the custodian of the records of the Association.
4.04 Treasurer. The Treasurer shall be the custodian of the funds of the Association. The Treasurer shall collect all money paid into the Association and shall pay all bills upon proper proof that they are appropriate obligations of the Association, keeping accurate records thereof. At least quarterly, and on all such other occasions as the board of directors may require, the Treasurer shall make a full and complete statement of receipts and disbursements of the Association together with the balance of funds on hand as of the report date. The Treasurer shall keep the operating funds of the Association in a financial institution account in the name of the Association. Funds not needed for operations shall be invested at the direction of the board of directors. The Treasurer shall not commingle the funds of the Association with personal funds. At the end of each term of office, or at least biennially, the treasurer shall submit all of the financial records of the Association to either a certified public accountant, or an audit committee comprised of members of the Association, as determined by the board of directors, for the purpose of performing a financial audit, a review, or a compilation of the Association, as deemed appropriate by the board.
4.05 Director of Membership. It shall be the duty and responsibility of the Director of Membership to devote activities primarily to increasing and maintaining membership, recognizing that by extending the membership to the fullest possible extent the Association will be performing the greatest possible service to the public and to the membership. The Director of Membership shall maintain a complete and current list of members.
4.06 Director of Public Relations. It shall be the duty of the Director of Public Relations to supervise the publication and delivery of the newsletter, information memoranda and publicity releases, and to coordinate intergovernmental relations and contacts with the public and private agencies. The Director of Public Relations shall be responsible for furthering all programs directed towards developing harmonious relations with other agencies. The Director of Public Relations shall act as chairperson for any committee appointed to foster public recognition of the organization and its members.
4.07 Director of Programs. It shall be the duty and responsibility of the Director of Programs to devote activities and efforts primarily to providing suitable programs for the regular meetings and any special meetings which may be held by authority of the board of directors.
4.08 Director of Member Activities. It shall be the duty and responsibility of the Director of Member Activities to arrange for meeting sites, dinners or refreshments, if such be served, transportation and hotel accommodations for speakers or special meetings and discussion forum and arranging for Continuing Professional Education credits from recognized professional organization. The Director of Member Activities shall be responsible for fostering maximum attendance at meetings. To assist in this work, the Director of Member Activities, with the counsel of the board of directors, may divide the membership into teams by department or office where feasible.
4.09 Director of Education. It shall be the duty and responsibility of the Director of Education to devote activities primarily to the annual seminar where feasible, needs for education and improvement of the personal and professional interests of the members. It shall be the Director of Education’s duty to be continuously on the alert of opportunities to further this activity. In the course of the performance of this duty, the director must recognize that the membership of the Association is recruited from a wide variety of accounting, auditing and financial business activities. Educational opportunities must be offered which will be of benefit to all.
4.10 Director of Website. It shall be the duty and responsibility of the Director of the Website to maintain and update the Association’s website in an effective and efficient manner.
4.11 Immediate Past President. The Immediate Past President shall be an advisor to the board of directors and may be assigned duties and responsibilities that the board may direct.
ELECTION OF DIRECTORS
5.01 Declaration of Interest. A fellow member that is willing to serve as a director for a two-year term may provide a written declaration of interest in becoming a candidate to serve as a director of the Association to the Secretary at least 15 days before the annual meeting.
5.02 Notice to Membership. The Secretary shall send the names of the candidates for director positions to each member, or publish the director candidates in the newsletter, not less than 10 days before the annual meeting.
5.03 Voting. If the number of candidates is greater than the number of available board positions, the members shall cast written ballots to be counted by the Officers. Each fellow members shall cast no more than one vote per candidate for as many candidates as there are director positions available. The candidates receiving the greatest number of votes shall be elected to be directors. If the number of candidates is equal to or less than the number of available board positions, the slate of candidates shall be subjected to verbal consent of the membership.
5.04 Additional Candidates. If there are fewer candidates for the board than there are available positions, additional fellow members may verbally declare interest in serving on the board after the candidates published by the Secretary are approved. If more members declare interest than the number of remaining available board positions, the procedures from 5.03 shall be used for those additional candidates to fill the remaining positions.
6.01 Nonderivative Actions. Subject to all of the other provisions of this article, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the Corporation). Such indemnification shall apply only to a person who was or is a director or officer of the Corporation, or who was or is serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
6.02 Derivative Actions. Subject to all of the provisions of this article, the Corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the Corporation or (b) the person was or is serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.
6.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 6.01 or 6.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.
6.04 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the Corporation as well as in such person’s capacity as a director or officer. Except as provided in section 6.03 of this article, the Corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.
6.05 Determination That Indemnification Is Proper. Any indemnification under sections 6.01 or 6.02 of this article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case. The Corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 6.01 or 6.02, whichever is applicable. The determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the board consisting of directors who were not parties to such action, suit, or proceeding.
(b) If the quorum described in clause (a) above is not obtainable, by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
(c) By independent legal counsel in a written opinion.
(d) By a majority of the members.
6.06 Proportionate Indemnity. If a person is entitled to indemnification under sections 6.01 or 6.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the Corporation shall 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.
6.07 Expense Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 6.01 or 6.02 of this article may be paid by the Corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the Corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but it need not be secured.
6.08 Nonexclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
6.09 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
6.10 Former Directors and Officers. The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
6.11 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the Corporation or (b) was or is serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise. The insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify against liability under this article or the laws of the state of Michigan.
6.12 Changes in Michigan Law. If there are any changes in the Michigan statutory provisions applicable to the Corporation and relating to the subject matter of this article, the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change.
The Association’s fiscal year shall begin October 1 and end September 30 of the succeeding year.
The Association’s newsletter shall be published at least three times per fiscal year. A copy of each newsletter shall be made available to each member of the Association.
RATIFICATION AND AMENDMENTS
The State Association of Accountants, Auditors and Business Administrators is organized and operating under these Bylaws first approved in 1953, as amended on April 8, 2020.
The board of directors at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of a majority of the directors, if notice setting forth the terms of the proposal has been given in accordance with any notice requirement for the meeting of the board.
AMENDMENTS: TO DATE
Adopted: August 3, 1953
Amended: September 8, 1954
Amended: May 4, 1970
Amended: October 1, 1984
Amended: October 1, 1992
Amended: September 19, 1995
Amended: September 16, 1998
Amended: September 13, 2000
Amended: April 8, 2020