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By Laws Of The Great Lakes Environmental Alliance

Article I

Name and Organization

 

1.01 The name of the organization shall be The Great Lakes Environmental Alliance, hereinafter referred to as GLEA is a non-profit whose term of corporate existence is perpetual.

1.02 GLEA is a corporation as defined in Act 284, Public Acts of 1972, as amended; in the State of Michigan , the country of the United States and is organized on a non-stock, membership basis.

 

Article II

Purpose

 

2.01 GLEA shall Plan, establish, coordinate, and operate programs and conduct activities including, but not limited to: promoting citizen engagement in the enjoyment and responsible stewardship of the environment; addressing areas of environmental concern in the Great Lakes Basin through promotion of community environmental education and engagement; promotion of sustainable and eco-friendly practices including the restoration and protection of natural habitats, native species populations, natural resources, and any other activities which may address other areas of environmental concern in the Great Lakes Basin.

GLEA will apply for, receive, administer and disburse funds for the purposes above under any applicable Federal, State or Local act(s), past, present, or future and any contribution from any private or public source.

While encouraging community involvement, GLEA will work to utilize available resources to encourage responsible use of natural resources, promote good environmental stewardship and help resolve environmental concerns in the Great Lakes Basin.

2.02 GLEA’s purpose and activities shall be limited in all respects and at all times to those exclusively within the purview of Section 501 (c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Code.

2.03 In areas where a chapter of GLEA is present, the local GLEA unit will, at regular intervals not exceeding one year, consult with local residents via any

means which the Board determines to be an appropriate and acceptable means for collection of public input to determine: causes & scope of local environmental concerns, perceived effectiveness of local and regional GLEA policies and programs.

 

Article III

Membership Terms and Meetings

 

3.01 All conditions and privileges of GLEA membership shall be determined by the Board of Directors, including tiers of membership, price of annual dues and chapter fees, conditions of chapter membership and the offering of scholarship memberships, if any.

3.02 The billing and collection of dues shall be in a manner prescribed by the Board of Directors.

3.03 The annual meeting shall be held in September of each year. At each annual meeting, directors shall be elected. Notice of this meeting shall be given to all voting members at least 6 weeks in advance.

3.04 Special meetings of the members may be called by a majority of the Board of Directors or by the Board Chair. The Board Chair or Secretary at the written request of not less than 10% of the members may also call special meetings. Nothing may take place at any special meeting that is not consistent with these bylaws or that does not pertain to the purpose for which the special membership meeting was called.

3.05 All meetings shall be held at a location physically suitable for their purpose, or by electronic means. Furthermore, all public, directorship and annual meetings shall be held at a publicly accessible facility.

3.06 Whomsoever has charge of the membership records of the corporation shall make and certify a complete list of the members entitled to vote at an annual meeting.

3.07 Unless a greater or lesser quorum is required by statute, a simple majority of members present of the members entitled to vote at the annual meeting, shall constitute a quorum at that meeting.

3.08 Each member present is entitled to one vote on each matter submitted to a vote.

3.09 If available, a board or committee member may participate in a membership meeting by 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.

3.10 The acceptance or renewal of a membership application by GLEA along with accompanying dues (if applicable) causes the applicant to become a member of GLEA.

3.11 No member shall have or acquire any right, title or interest in any funds or assets of GLEA, nor any vested right in the continuation of any of GLEA’s activities. All funds and assets of GLEA shall be used by the Board of Directors to engage in activities consistent with the purposes of GLEA as stated herein.

3.12 Any member whose dues are fully paid (if applicable) shall be considered in good standing and, unless otherwise provided in these Bylaws, is entitled to full participation, according to the privileges of their membership.

3.13 The Board of Directors may establish reasonable standards of participation in the activities of GLEA. Upon notice to the member, the privileges of membership may be suspended if member is not in accordance with standards so established. Such suspension may be appealed at the next meeting of the Board of Directors. A member may resign from their membership at any time.

3.14 Chapter Membership: Affiliate groups may form chapters and petition the Board of Directors to become a chapter of GLEA. Each chapter must form its own government with bylaws, and neither shall conflict with these bylaws or Board policy. A two-thirds majority of the full Board of Directors must vote to accept a particular chapter membership. Chapter groups are entitled to help elect a Regional Coordinator who shall sit on the Board of Directors and represent the interests of their region’s GLEA Chapters.

3.15 In connection with any actual or possible conflict of interest in any matter put to a vote, an interested person must disclose the existence of the potential conflict of interest and be given the opportunity to disclose all material facts to the directors considering the proposed transaction or arrangement. After disclosure of the potential conflict, he/she shall leave the meeting during discussion and voting on the issue where member is determined to have a conflicted interest.

 

Article IV

Board of Directors

 

4.01 The principal representative body of this corporation shall be the Board of Directors. Membership on the Board of Directors (hereinafter referred to as the Board) shall be limited to those who are 18 years or older and members

in good standing with GLEA, and who are able to attend scheduled meetings on a regular basis. No person may sit on the Board who is an employee or immediate family member of an employee of The Great Lakes Environmental Alliance.

4.02 The Board of Directors shall meet at least 6 times annually at an announced time and place, and minutes shall be kept and made available upon request by the Secretary.

4.03 Any action, required or permitted to be taken pursuant to Board authorization may be taken without a meeting if, before or after the action, the majority of Directors consent to the action in writing. Written consents shall be filed with the minutes of the board’s proceeding.

4.04 Regional Coordinators shall be elected by a vote of their member chapters and shall serve a one year term during which they shall represent the interest of member chapters to the governing Board of GLEA. Regional Coordinators are considered to be voting members of the Board of Directors, and are subject to the same rules.

4.05 A quorum for the transaction of business by the Board and its Committees shall be 51% of members present.

4.06 Board Directors shall not receive regular compensation for service on the Board, although reasonable allowances may be paid to reimburse Board or Committee members for expenses incurred in the course of their duties, subject to approval by the Board.

4.07 Robert’s Rules of Order shall be followed where a procedure or point is not specifically addressed in these bylaws.

 

Article V

Officers of the Board

 

5.01 There shall be, at minimum, no less than 3 positions constituting GLEA’s Board of Directors at any given time. These positions are Board Chair, Secretary, and Treasurer, whose duties shall be determined by the board.

5.02 The Board at any time may designate any Board position they feel necessary.

5.03 An officer may resign at any time by providing written notice to the corporation. A vacant board seat may be filled by board appointment until a new director can be elected at the annual meeting.

5.04 An officer appointed may be removed with or without cause by a majority vote of the board. The removal shall be without prejudice to the person’s

contract rights, if any. Appointment to an office does not itself create contract rights.

5.05 No corporate documents shall be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these bylaws.

 

Article VI

Committees

 

6.01 The Board may authorize the formation of standing and ad hoc committees to assist in carrying out specific duties. All committees serve under the direction and guidance of the Board Chair unless otherwise directed to do so by the Board.

6.02 Committees shall be staffed on a volunteer basis unless otherwise noted in the resolution that creates them.

6.03 Committee Chairpersons may be voted in or out by a simple majority of their committee members at any time and shall serve a term of one (1) year. Prior to the expiration of a Committee Chair’s term, committee members must be notified that the election of a new Chair will take place at the date, time and location most convenient to committee members.

6.04 Committee Chairs shall present or cause to be presented at each Board meeting, an account of their committees’ activities and proposals for approval by the Board.

 

Article VII

Execution of Instruments

 

7.01 All checks issued for payment of services and/or goods other than as authorized in Article 5.04 of these articles, used by GLEA shall be signed and countersigned by any two (2) of the following individuals: Chair, Vice Chair, Secretary, Treasurer or Executive Director.

7.02 Contracts and other legal instruments which have been authorized by the Board shall be executed by the Executive Director or Board Chair of GLEA.

 

Article VIII

Dissolution of Corporation

 

8.01 The Board of Directors shall have full power and authority to dissolve this corporation and dispose of any real assets owned by the corporation at the time of termination. In the event of dissolution, all assets shall be distributed to such organizations as are qualified as tax exempt under Section 501(c)(3)

of the Internal Revenue Code of 1954, and in accordance with the procedures established by the various contracts under which GLEA operates.

 

Article IX

Fiscal Year

 

9.01 The fiscal year of the corporation shall be from January 1st to December 31st of each year.

9.02 Financial activities shall be compliant in all respects and at all times with Section 501 (c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Code.

 

Article X

Compensation

 

10.1 When authorized, an individual may be reasonably compensated for services rendered to the corporation except as prohibited by these bylaws.

 

Article XI

Non-Discrimination

 

11.1 Members, officers, staff and representatives of GLEA shall not unlawfully discriminate on the basis of age, sex, race, religion, color, handicapped condition, national origin, height weight, or marital status.