Michigan Association of Railroad Passengers, Inc.
September 16, 2004
ARTICLE I: NAME
1.1 The name of the organization shall be the Michigan Association of Railroad Passengers, Inc. hereinafter referred to as the “Corporation” or “MARP.”
ARTICLE II: PURPOSE AND ORGANIZATION
2.1.A To educate the public and officials about the benefits of improved and expanded passenger rail services. Such passenger rail services shall include intercity rail, commuter rail, rail transit, and ancillary transit such as improved bus services, which enhance the viability of rail service.
2.1.B To preserve and protect historic public transportation facilities in the State of Michigan including, but not limited to, passenger rail and bus stations. In the event of competing facilities, for the Corporation’s assistance, priority shall be given to passenger rail facilities.
2.1.C To study and recommend passenger rail systems in the State of Michigan.
2.1.D To promote passenger rail travel in the State of Michigan.
2.2.A The Corporation shall be registered as a Michigan non-profit corporation.
2.2.B The Corporation is organized exclusively for charitable, educational, scientific, and literary purposes as are authorized and permitted by Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future enactment of the Internal Revenue Code).
2.2.C The authority for this Corporation are the laws of the State of Michigan related to charitable and/or non-profit corporations, or any corresponding provisions of any future Michigan law pertaining to non-profit powers and things as authorized and permitted by Section 501(c)(3) of the Internal Revenue Code of 1986 as may be amended from time to time.
ARTICLE III: MEMBERSHIP
Membership shall be open to all persons without respect to age, sex, race, religion, national origin or citizenship.
3.2 MEMBERSHIP TERM
Membership shall be on an annual basis, commencing on January 1st and ending on December 31st.
3.3 MEMBERSHIP DUES
Membership dues shall be determined by the Executive Committee through Standing Resolutions In cases of hardship, the Executive Committee shall have the authority to waive membership dues for one period at a time. Not more than 5% of memberships may be waived in any one year.
3.4 CORPORATE MEMBERSHIPS
Corporate Membership is available to a business entity that supports the Purpose of the Corporation and contributes an amount in excess of the Life Membership fee. Corporate Membership is a non-voting membership.
ARTICLE IV: OFFICERS
The Chair shall be the chief officer of the Corporation, and the spokesperson for the Corporation. The Chair may authorize others to speak in his/her absence on behalf of the Corporation in any forum. The Chair shall be elected by the membership.
4.2 VICE CHAIR
The Vice Chair is authorized to function as the Chair in the event of the absence, incapacity or death of the Chair. In the event of the Chair’s resignation or death, the Vice Chair shall perform the duties of the Chair until a successor is appointed by the Executive Committee.
The Secretary shall keep the minutes of general membership meetings, and engage in correspondence with other parties on behalf of the Corporation. In event of a vacancy in the office of Vice Chair, the Secretary shall perform the duties of Vice Chair until the post is filled by the Executive Committee. In the event of a vacancy in the office of Secretary, the duties of the office shall be performed by the Vice Chair until the vacancy is filled by the Executive Committee.
The Treasurer shall keep all financial records of the Corporation, maintain appropriate accounts with financial institutions, make deposits and approved disbursements, and file timely Corporate reports as required by Michigan and federal law. The Treasurer shall be appointed by the Chair with the concurrence of the Executive Committee. The Treasurer is not subject to limits on term of office.
4.5 QUALIFICATION OF OFFICERS AND EXECUTIVE COMMITTEE
Officers and Executive Committee members must be residents of the State of Michigan.
4.6 ELECTION OF OFFICERS
4.6.A The officers shall be elected at the general membership meeting in 1996 and thereafter at the annual membership meeting every other year. Terms shall run for two years.
4.6.B Candidates for officers, Regional Chapter Officers (Section 5.2), and the Executive Committee (Section 6.1) shall be nominated by the membership by the end of June of an election year. Nominations shall be made to the Chair or the Executive Director. Ballots shall be mailed via first class mail to all paid members in good standing by the end of August. In the event there is only one candidate for each office, the Chair may, with the concurrence of the Executive Committee, dispense with the mailing of ballots. Ballots shall be counted and results announced at the annual membership meeting.
4.6.C Regional Chapter Officers shall be elected only by their own regional chapter membership.
4.7 REMOVAL OF OFFICERS
Any officer, Regional Chapter Officer, or Executive Committee member may be removed by a two-thirds majority vote of the total membership.
Vacancies in the office of Chair shall be filled by the Vice Chair until the next meeting of the Executive Committee. The Executive Committee shall fill any officer vacancies for the remainder of that person’s term.
4.9 OFFICER INDEMINIFICATION
The Corporation shall indemnify its officers in accordance with and to the extent permitted by Section 561-563 of the Non-profit Corporation Act, MCL 450, Act 162, M.S.A. 21.197 (561-3), as such may be from time to time amended.
ARTICLE V: REGIONAL CHAPTERS
5.1 BASIS AND CREATION OF REGIONAL CHAPTERS
5.1.A To provide for convenient and active participation in the Corporation by members in various regions of the state.
5.1.B Regional Chapters may be created by a simple majority vote of the Executive Committee.
5.2 REGIONAL CHAPTER OFFICERS
Each Regional Chapter shall have a Chair and other such officers as determined by Chapter participants. Regional Chapter Chair shall be elected in accordance to Section 4.6.
5.3 POWERS AND DUTIES OF REGIONAL CHAPTERS
Regional Chapters shall advance the purposes of the Corporation as such purposes are localized in the area of the chapter, and may conduct other business as assigned or allowed by the Corporation Chair.
Nothing in this article shall be construed as an amendment to Article XI or Section 12.2 of these Bylaws.
ARTICLE VI: EXECUTIVE COMMITTEE
6.1 PURPOSE OF EXECUTIVE COMMITTEE
The Executive Committee functions as the budgetary, planning and policy-recommending agency of the Corporation. Policies developed by the Executive Committee shall be subject to membership approval by majority vote of members at a regularly scheduled general membership meeting. It shall also function as the policy-making body at those times when delay to convene a general membership meeting would cause material harm to the Corporation or its Purpose. The Executive Committee shall be deemed to be the Board of Directors within the meaning of the Michigan General Corporations Act. Upon it being constituted under section 5.4 of these Bylaws, it shall relieve any authority, attributed to the Board of Directors constituted under the Articles of Incorporation.
6.2 COMPOSITION OF THE EXECUTIVE COMMITTEE
The Executive Committee shall consist of Chair, Vice Chair, Secretary, Treasurer, four at-large elected members, and each elected Chair of a Regional Chapter, or his/her designee.
6.3 Executive Director
6.3.A The Executive Director shall manage the daily affairs of the Corporation and shall serve at the will and direction of the Executive Committee. The Executive Director is authorized to speak for the Corporation when the Chair is not available.
6.3.B The Chair shall appoint an Executive Director to be approved by a majority vote of the Executive Committee.
6.3.C The Executive Director shall serve, without compensation, as a non-voting ex-officio member of the Executive Committee.
6.3.D The Executive Committee may remove the Executive Director with a majority vote.
6.4 ELECTION OF AT-LARGE MEMBERS
The additional at-large members of the Executive Committee shall be elected in accordance with section 4.6, and biannually thereafter. Vacancies shall be filled by the remaining members of the Executive Committee at a regular meeting for the unexpired portion of the term.
6.5 REMOVAL OF AT-LARGE MEMBERS
At-large members of the Executive Committee may be removed by the general membership according to the same provisions as for the removal of officers in Section 4.7.
Executive Committee members serve the Corporation without compensation.
6.7 EXECUTIVE COMMITTEE MEMBER LIABILITY
Members of the Executive Committee serving the Corporation without compensation shall not be personally liable, and no cause of action may be brought for damages resulting from the exercise of responsibilities of such Committee member, unless such individual’s act or omission involved willful conduct, or is otherwise impermissible as provided by Section 209 of the Nonprofit Corporation Act, MCL 450, Act 162, M.S.A. 21.197 (209), as such may be from time to time amended.
ARTICLE VII: COMMITTEES
7.1 CLASSES OF COMMITTEES
There shall be three classes of Committees.
Established and dissolved by amendment to the Bylaws.
Established and dissolved by Executive Committee resolution.
Established and dissolved by the general membership at general membership meetings. Unless otherwise specified, temporary committees shall automatically dissolve after one year.
7.2 COMMITTEE CHAIRS
The Chair of the Executive Committee shall be the Corporation Chair. The Chair of all other Committees shall be selected by Robert’s Rules of Order (modern edition), which states that the first person named to the committee shall be its chair; or as provided for in the Bylaws, or by a vote of the general membership.
ARTICLE VIII: MEETINGS
8.1 FREQUENCY OF GENERAL MEMBERSHIP MEETINGS
The Chair shall call a general membership meeting no fewer than four times per year. An annual general membership meeting shall be held each year at a time and place to be determined by the Executive Committee.
8.2 FREQUENCY OF EXECUTIVE COMMITTEE MEETINGS
The Executive Committee shall meet at least monthly unless the Chair determines that such frequent meetings are not required. Special meetings may be called at any time. Meetings are called either by the Chair at his/her own initiative, or upon the request of any three Executive Committee members. Whenever possible, Executive Committee meetings shall occur on the same dates as the general membership meetings.
8.3 NOTIFICATION OF MEETINGS
It is the responsibility of the Chair to give at least seven days notification of general membership meetings.and three days notice shall be required for Executive Committee meetings. Notice shall be deemed duly served by first class mail, electronic means, telephone, or by the newsletter publication addressed to the member’s last known address appearing on the Corporation’s records.
8.4 CONDUCT OF MEETINGS
The Chair shall conduct general membership and Executive Committee meetings under Robert’s Rules of Order (modern edition).
8.5.A The general membership shall take no action in the absence of a quorum, which shall consist of five percent of the total voting membership.
8.5.B The Executive Committee shall take no action in the absence of a quorum, which shall consist of a majority of the Executive Committee membership. If the Executive Committee members consent in writing or by telephone to any action taken by the Corporation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Committee.
8.6 LIMITATIONS OF DEBATE
Every member of the organization shall be entitled to speak at membership meetings on any subject brought before the organization for consideration. Every member of the Executive Committee shall be entitled to speak at any Executive Committee meeting on any subject brought before the Executive Committee. The Chair of any meeting shall, at his/her sole discretion, have the power to limit debates.
8.7 LOCATION OF MEETINGS
No more than nine meetings per year shall be held in the same county.
ARTICLE IX: VOTING
9.1 VOTING PRIVILEGES
Voting privileges shall be extended only to members in good standing.
9.2 MAJORITY APPROVAL
Except as otherwise provided, voting by either the general membership or the Executive Committee is by simple majority.
9.3 ALTERNATE OR MAIL BALLOTS
9.3.A Voting by written alternate or mail ballot on specific issues is authorized. Ballots can be submitted in person, by electronic means, by mail, by newsletter publication, or by any other method permissible under the Michigan Non-Profit Corporation Act.
9.3.B Members failing to return a mail ballot or failing to have his/her alternate ballot voted on a question requiring the vote of all members shall be considered to have abstained on the question.
9.4 SECRET BALLOTS
A secret ballot may be requested by any member on any issue at any time.
9.5 ONE VOTE PER MEMBER
One member can only cast one vote.
ARTICLE X: NEWSLETTER
10.1 FREQUENCY OF NEWSLETTER
The Chair shall see that a newsletter is issued periodically.
10.2 CONTENTS OF NEWSLETTER
The newsletter shall contain such information of interest and benefit to the members as is available to the editor, including summaries of significant actions taken at meetings.
10.3 NEWSLETTER SUBSCRIPTION
A subscription to the newsletter shall be available for libraries, media organizations, community organizations, and other institutions as approved by the Executive Committee.
ARTICLE XI: FINANCES
11.1 ROLE OF THE EXECUTIVE COMMITTEE
The Executive Committee shall empower either the Chair or the Treasurer to sign checks and draw funds as necessary.
11.2 FISCAL YEAR
The fiscal year shall begin on the first day of each January, and terminate on the last day of December of that same year.
11.3 SPENDING LEVELS
The following are the spending levels and the approval required for each:
Up to $500.00…………………Chair and Treasurer approval.
Over $500.00………………….Executive Committee approval.
ARTICLE XII: ACTIVITIES
12.1 RESTRICTIONS ON CORPORATE ACTIVITIES
No member shall apply the good name of the Corporation to any activity not consistent with Section 2.1.
12.2 DIRECTION OF ACTIVITIES
The Chair and his/her designates are the only authorized spokesperson for the Corporation. The Chair operates under the direction of the membership.
12.3 POLITICAL ACTIVITIES
No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
12.4 NON-PROFIT TAX EXEMPT STATUS
The organization may not engage in any activity of a commercial nature that would violate its status as a non-profit organization as defined by existing laws, nor shall the corporation engage in any activity that is in contravention of the requirements of Internal Revenue Code Section 501(c)(3) and applicable rules and regulations which would cause the corporation to lose its status as tax exempt status under such provisions of the law.
ARTICLE XIII: DISPOSITION OF ASSETS
13.1 MEMBERSHIP VOTE
The Corporation may be dissolved only by a majority vote of the general members.
Upon dissolution of the Corporation and payment of all of the liabilities of the Corporation, the remaining assets shall be distributed, as directed by the Executive Committee, exclusively to charitable or educational organizations which then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future Internal Revenue Code and Regulations of the Department of the Treasury applicable to such action as they now exist or as they may hereafter be amended.
13.3 CORPORATE EARNINGS
No part of the earnings of the Corporation shall inure to the benefit or be distributable to its members, officers, or other private persons, except that the Corporation shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth herein. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or as these sections may hereafter be amended.
ARTICLE XIV: AMENDMENTS
14.1 PROPOSAL OF AMENDMENTS
Any voting member may propose amendment of these Bylaws or the Articles of Incorporation to the Executive Committee for adoption by the general membership.
14.2 REVIEW BY EXECUTIVE COMMITTEE
At its next meeting the Executive Committee may recommend adoption, rejection or modification of the proposed amendment(s).
14.3 NOTICE TO AMEND BYLAWS AND ARTICLES OF INCORPORATION
In all cases, notice of intent to amend these Bylaws and the Articles of Incorporation shall be given to the membership at least fourteen (14) calendar days in advance of the meeting before any vote to amend may be taken. Such notice shall be by electronic means, newsletter publication, and/or by first class mail. Members in actual attendance may give a written waiver of such notice at the meeting. A copy of the proposed amendment(s) shall be included in the notification.
14.4 ACTION BY THE MEMBERSHIP
At its first meeting as provided for in Section 14.2, the general membership shall consider the proposed amendment(s) to these Bylaws and the Articles of Incorporation along with any report by the Executive Committee. Adoption occurs in either one of two ways: a majority vote of the total membership, or by a two-thirds (2/3rds) of the average number of voting members present at two consecutive general meetings.
14.5 NOTIFICATION – INTERNAL REVENUE SERVICE
Any amendment to these Bylaws or the Articles of Incorporation shall be filed as required with the Internal Revenue Service, as the law and regulations may require, in order to maintain tax-exempt status of the corporation under section 501(c)(3) of the Internal Revenue Code.
Adopted September 18, 2004 by the membership.
Michael Whims – Chair James Wallington – Secretary
Michael Frezell – Vice Chair
Michigan Association of Railroad Passengers, Inc.
RESOLUTION 1: CLASSES AND FEES
Individual voting memberships shall consist of the below–listed classes which shall be conferred upon payment of the following fees:
Regular member………………………………..$15.00 to $199.99
Students and seniors over 65 years of age………………10.00
Spouses and family members at same address………….1.00
Life………………………………………………………………….200.00 or more contributed during any one calendar year
RESOLUTION 2: AMENDMENTS
Standing resolutions shall express the policy of the Executive Committee toward the administration of the Corporation, and may be enacted by simple majority vote of the Executive Committee. Standing Resolutions of the Executive Committee may be modified or rejected by the general membership.
Adopted September 18, 2004 by the membership.
That Resolution #1 “Classes and Fees” of membership in the By Laws of September 16, 2004 be changed to read:
Senior (65+) 15.00
First Class 100.00
The resolution was seconded by Langdon and approved by the members present.
Michael Whims – Chair James Wallington – Secretary
Michael Frezell – Vice Chair