BYLAWS OF THE MICHIGAN KARST CONSERVANCY ARTICLE I: NAME The name of this organization shall be: Michigan Karst Conservancy. ARTICLE II: PURPOSES The purposes of this Conservancy shall be to carry on programs of: A: Acquisition, management, and protection of karst features and areas. B: Scientific study and conservation education regarding karst, in Michigan. ARTICLE III: MEMBERSHIP There shall be six classes of memberships in the Michigan Karst Conservancy: A. Regular Membership B. Family Regular Membership C. Supporting Membership D. Life Membership E. Youth Membership F. Institutional Membership G. Student Membership Regular Members are individuals that have paid Regular Membership dues. Regular Members shall have the right to vote for Trustees, hold office, be appointed to committees, and chair committees. Regular Members shall have all privileges and benefits of membership which may be approved by the Board of Trustees. Other individual classes may be established by the Board of Trustees with rights and privileges determined by the Board of Trustees, provided said classes have the same voting rights as Regular Members.
Family Regular Members are individuals that reside with Regular Members and have paid Family Regular Membership dues. Family Regular Members shall have all the privileges and benefits of Regular Membership, including the right to vote, but do not receive separate publications or mailings.
Supporting Members are Regular Members that make a contribution equal to and paid with annual dues.
Life Members are Regular Members that have paid a one-time Life Membership fee.
Youth Members are individuals that have not reached the age of 19 and have paid Youth Membership dues. Youth Members shall not have the right to vote, nor to hold office, nor chair committees, but may serve as non-voting members of committees, and will receive all publications and mailings received by Regular Members.
Institutional Members are organizations that have paid Institutional Membership dues. Institutional Members shall have the right to vote for Trustees on a par basis with Regular Members and to send a representative to the Annual Meeting of the Conservancy, but may not hold office, serve on committees, or chair committees.
Student Members are individuals that are enrolled full-time (as defined by the Board) in an accredited school, and have paid Student Membership dues. Student Members shall not have the right to vote, nor hold office, nor chair committees, but may serve as non-voting members of committees, and will receive all publications and mailings received by Regular members. ARTICLE IV: GOVERNMENT OF THE CONSERVANCY The government of the Conservancy shall consist of two bodies. These are: A. The Executive Board, which is composed of the following officers: President, Vice President, Treasurer, and Secretary. The officers are elected annually by the membership. B. The Board of Trustees, which is composed of the Executive Board and two (2) trustees for every twenty (20) voting members (or fraction thereof), except that there shall be no fewer than six (6) trustees nor more than sixteen (16) trustees. One-half of the Trustees are appointed by the President and confirmed by the elected Board of Trustees. The term of office for the Executive Board and Trustees shall be one year or until the close of the next Annual Meeting or until their successors are elected. ARTICLE V: ELECTIONS Election of Trustees shall be by mail ballot distributed to all voting members, at least 50 days in advance of the Annual Meeting, and due before tabulation of ballots at the Annual Meeting. ARTICLE VI: EXECUTIVE BOARD The Executive Board's duties shall be to conduct the business of the Conservancy, to promote its activities and objectives, to perform all other necessary functions, and to report its activities to the Board of Trustees on a regular basis. The duties of the officers shall be those reasonable and customary duties described in Robert's Rules of Order unless otherwise described herein. ARTICLE VII: BOARD OF TRUSTEES The responsibilities of the Board of Trustees shall be to determine the policies of the Conservancy, set annual membership dues, authorize acquisition and disposal of properties and leases, and to enter into contracts for the Conservancy. The Board of Trustees may overrule actions of the Executive Board. The Board of Trustees shall hold meetings not less than three (3) times a year, including one meeting to be held in conjunction with the Annual Meeting of the Conservancy. ARTICLE VIII: NON-PROFIT This Conservancy shall be a non-profit organization. No part of its earnings shall inure to the benefit of or be distributable to its members, trustees, officers or any other private person, except that the Conservancy shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this organizatrion as set forth in the Articles of Incorporation granted by the State of Michigan. No substantial part of the activities of this organization shall be to carry on propaganda, or otherwise attempt to influence legislation and the Conservancy shall not participate in or intervene in (including the publishing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Conservancy 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 of 1954 (or the corresponding provision of any future Internal Revenue Code) or (B) by a corporation, contributions to which are deductible under section 170(c)2 of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code). ARTICLE IX: EQUAL OPPORTUNITY The Michigan Karst Conservancy shall provide equal membership/employment/ service opportunities to all eligible persons without regard to race, religion, creed, color, national origin, age, sex, parental status, handicapping condition, or membership in any labor organization. ARTICLE X: MEETINGS The Annual Meeting of the Conservancy shall be held during the month of November, at a time and place determined by the Board of Trustees, for the purpose of electing a Board of Trustees and an Executive Board, and for such other purposes as are deemed appropriate by the Board of Trustees. Members must be notified of meetings of the Board of Trustees, by mail, posted at least 14 days prior to their occurrence. All meetings of the Board of Trustees shall be open to the membership. Special meetings, including field meetings, may be called by the Board of Trustees providing 30 days written notice is provided to the membership. ARTICLE XI: COMMITTEES There shall be five standing committees of the Conservancy, although additional committees may be established by the Executive Board. The standing committees shall be: A. Membership Committee B. Financial Committee C. Nominating Committee D. Internal Audit Committee E. Office Committee (under the Treasurer) The President shall appoint and remove committee chairs subject to the approval of the Executive Board. ARTICLE XII: AMENDMENTS Amendments to these Bylaws may be proposed by an Officer, Trustee, or by petition of 25 members of the Conservancy or 20% of the total membership, whichever number is less. The proposed amendment shall be read at a regular meeting of the Board of Trustees and may be adopted at the next regular meeting of the Board of Trustees, by a 2/3 favorable vote. 18 November 199 ARTICLE XIII: OFFICE VACANCIES/REMOVAL FROM OFFICE Should a vacancy occur on the Board of Trustees or the Executive Board, the Board of Trustees shall nominate and elect a Conservancy member to fill said vacancy, Should an officer(s) fail to satisfactorily perform their duty, the Board of Trustees may declare the office vacant by a 2/3 vote. ARTICLE XIV: PARLIAMENTARY AUTHORITY Robert's Rules of Order, as revised, shall govern the Conservancy in instances not covered by these Bylaws. ARTICLE XV: EXCEPTION TO THE BYLAWS In exception to the preceding Articles, the 1983 Annual Meeting will be held on 2 November 1983, at which meeting officers and trustees will be elected by the members present to serve until the following annual Meeting. The annual membership dues at the 1983 Annual Meeting shall be $24.00 per year. ARTICLE XVI: DISSOLUTION Upon dissolution, either voluntarily or by operation of the law or other means under the laws of the State of Michigan or of the United States of America, the assets of the Conservancy remaining after payment of just debts or debts ordered paid by law, are to be turned over to the township, village, city, or county, respectively, where the particular assets are located, provided said unit is willing to accept same and carry on the purposes of this Conservancy for said assets; otherwise to some similar non-profit organization chosen by the court whose intent and purposes encompass those of the Conservancy such as the Michigan Nature Association, the National Speleological Society, or The Nature Conservancy, providing said organization is willing to accept same under the same intent and purposes of this Conservancy; otherwise, said assets are to be turned over to the State of Michigan. Revised 18 November 1994 (arc). Return to MKC Home Page
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