MPA Bylaws

Table of Contents:
ARTICLE I – NAME
ARTICLE II – MISSION
ARTICLE III – AFFILIATIONS
ARTICLE IV – MEMBERSHIP
ARTICLE V –BOARD OF DIRECTORS
ARTICLE VI – OFFICERS
ARTICLE VII – ELECTION OF OFFICERS
ARTICLE VIII – EXECUTIVE COMMITTEE
ARTICLE IX - EXECUTIVE DIRECTOR
ARTICLE X - COMMITTEES & TASK FORCES
ARTICLE XI – MEETINGS
ARTICLE XII – FINANCIAL
ARTICLE XIII – AMENDMENTS
ARTICLE XIV – CORPORATE RECORDS
ARTICLE XV – DISSOLUTION
ARTICLE XVI – INDEMNIFICATION


ARTICLE I – NAME
The name of this organization shall be the Michigan Psychological Association (“the Association”).
 
ARTICLE II – MISSION
1. The mission of the Michigan Psychological Association is to improve the mental health of the people of Michigan and the discipline of psychology by advancing the science, education, and practice of psychology at all levels of training.
2. The Association will be operated exclusively as a Michigan Nonprofit Corporation, and in compliance with the Michigan Nonprofit Corporation Act, MCL 450.2101, et seq, or any comparable subsequent legislation. No Director, Officer, or other members of the Association can have any title to or interest in the corporate or Association property or earnings in his/her individual or private capacity and no part of the net earnings of the Association will inure to the benefit of any Director, Officer, or other private individuals.
3. The principal office and registered agent will be filed with the Michigan Department of Licensing and Regulatory Affairs.
4. The term of the corporate existence for the Association is perpetual.
 
ARTICLE III – AFFILIATIONS
1. As an affiliate of the American Psychological Association (APA), the Association shall establish bylaws and develop official policies that are compatible with the official policies of the American Psychological Association.
2. The Board of Directors (“the Board”) of the Association may establish and maintain affiliations with organizations that are compatible with the mission of the Association as articulated in Article II. The Board may also terminate any affiliation when, in its judgment following a proper vote of the majority of the Board, the Board determines the affiliation is no longer compatible with the mission of the Association or of benefit to its members. 
3.  The Michigan Psychological Association Foundation is an affiliate member of the Association, unless and until the Board votes otherwise by a proper vote of the majority of the Board. As an affiliate member, the Michigan Psychological Association Foundation shall have no voting powers.
4. No member, officer, committee, chairperson and/or task force of the Association shall be empowered to establish a formal affiliation with any other organization. The Board has the exclusive power to establish and maintain such affiliations in its sole discretion.
 
ARTICLE IV – MEMBERSHIP
1. Access to Membership. Membership will be conferred upon eligible individuals and organizations following a proper vote of the majority of the Board, on the recommendation of the Membership Committee. Membership privileges are conditioned upon compliance with the American Psychological Association Ethical Principles and Code of Conduct and any other ethical standards as determined by the MPA Ethics Committee and approved by the Board or set forth and adopted by the Board.
2.  Dues and Assessments. The Board of Directors will set all dues and assessments required for membership in the Association. The billing and collection of any such dues and assessments will be in a manner prescribed by the Board of Directors consistent with these Bylaws.
3. Ineligibility for Membership. Individuals whose license to practice psychology has been suspended or revoked in any state, territory, or province without being reinstated or whose membership in APA has been terminated without being reinstated shall be ineligible for membership. If membership has been previously granted, it will be revoked if the member becomes ineligible under this section.
4. Categories of Membership.  The categories for membership shall be: Doctoral Level, Masters Level, Student Members, Emeritus Members, Sustaining Members, and Affiliate Members.  Each member of any class of members has equal rights with all members of that same class
      A. Doctoral Level Members. To be a Doctoral Level Member, the Member must have completed and been awarded a Doctoral degree in Psychology from an accredited institution, as well as fulfilling all other requirements of membership in the Association. Doctoral Level Members shall each be entitled to one vote at any vote put to the membership.  Other benefits of Doctoral Level Members include MPA Listserv Access, MPA Publications, Educational Programs, Advocacy, Statewide Referral Service.
      B. Masters Level Members. To be a Masters Level Member, the Member must have completed and been awarded a Masters degree in Psychology from an accredited institution, as well as fulfilling all other requirements of membership in the Association. Masters Level Members shall each be entitled to one vote at any vote put to the membership.  Other benefits of Masters Level Members include MPA Listserv Access, MPA Publications, Educational Programs, Advocacy, Statewide Referral Service.
      C. Student Members. To be a Student Member, the Member must be an active graduate student studying Psychology at an institution deemed suitable by the board, as well as fulfilling all other requirements of membership in the Association. Student Members shall each be entitled to one vote at any vote put to the membership.  Other benefits of Student Members include MPA Listserv Access, MPA Publications, Educational Programs, Advocacy, Statewide Referral Service for students with a limited license.
      D. Emeritus Members. To be an Emeritus Member, the Member must be retired from active practice of Psychology, as well as fulfilling all other requirements of membership in the Association.  Emeritus Members shall each be entitled to one vote at any vote put to the membership.  Other benefits of Emeritus Members include MPA Listserv Access, MPA Publications, Educational Programs, Advocacy, Statewide Referral Service
       E. Sustaining Members. To be a Sustaining Member, the Member must have paid his/her current dues amount, as well as fulfilling all other requirements of membership in the Association. Sustaining Members shall each be entitled to one vote at any vote put to the membership.  Other benefits of Sustaining Members include MPA Listserv Access, MPA Publications, Educational Programs, Advocacy, Statewide Referral Service, discount on Video-on-Demand CE programs when offered.
       F. Affiliate Members.  Affiliate Members must be approved by the Board pursuant to Article III and will have no vote at any vote put to the membership. Benefits to Affiliate Members include:  Access to membership list without cost for purposes approved by the MPA Board; webpage on the MPA website; Affiliate Members who are duly incorporated and designated as IRS 501(c)(3) tax-exempt status may request the use of various mechanisms (e.g., on renewal form, on website) for fundraising solicitation at no cost; Affiliate Members with 501(c)(3) IRS status may request administrative support such as bookkeeping, donor list maintenance, etc.  A strategic alliance agreement is drafted and authorized by the board of directors of both organizations delineating specific shared duties and costs thereof.
5.  Ethical Conduct. Individuals accepted as members in the Association in any category shall comply with the current version of the Ethical Principles and Code of Conduct of the American Psychological Association and any future amendments as well as the MPA Civility Policy.
6. Termination of Membership. Membership may be terminated, or a member may be otherwise sanctioned for violation of the Ethical Principles and Code of Conduct of the American Psychological Association, as currently existing or subsequently amended; or for conduct as determined by the Board that adversely affects the reputation and integrity of the Association or is contrary to its mission; or for nonpayment of assessments. The Ethics Committee shall be responsible for conducting investigations involving termination of membership.
      A. Where it is shown to the MPA Ethics Committee that a member of the Association has been convicted of a felony (and such member has waived or exhausted any legal right to appeal), or where the license to practice psychology has been suspended or revoked by the Michigan Board of Psychology, the MPA Ethics Committee may, after review of the record leading to such conviction, suspension or revocation, recommend to the Board termination of the membership of such member.
      B. Only the Board shall make the final decision on a recommendation by the Ethics Committee for termination of membership. The Board may approve, modify, reject, or remand to the Ethics Committee for additional information, or on its own motion obtain additional information before making a final decision. When the Board deems it necessary for the protection of the reputation of the Association, it shall also notify the American Psychological Association, any board certifying agency approved by the APA's  Commission for the Recognition of Specialties and Proficiencies in Professional Psychology (CRSPPP), and the Michigan Board of Psychology of its final determination and the basis upon which the determination was made.
      C. A person whose membership is terminated is prohibited from serving in any capacity for the Association.
      D. A person whose membership has been terminated may reapply for membership only after three (3) years have elapsed from the date of termination of membership, and upon demonstrating required qualifications for membership. Re-application shall be considered first by the Ethics Committee, which shall make a recommendation to the Membership Committee, which shall forward a final recommendation to the Board.
7. Resignation. Any member is entitled to submit his or her resignation to the Board at any time. 
 
ARTICLE V –BOARD OF DIRECTORS
1. Authority of the Board. The governing body of the Association shall be known as the Board of Directors and shall have full authority over the management, business, affairs, policies, and finances of the Association, within the limits set by these Bylaws and the Articles of Incorporation. The Association and its Board of Directors have all powers permitted by the Nonprofit Corporation Act, or any comparable subsequent legislation, to conduct activities in furtherance of its corporate purposes including, but not limited to, those powers listed in Section 261 of the Michigan Nonprofit Corporation Act, MCL 450.2261. The Board of Directors’ powers expressly include but are not limited to, the power to:
      A. Decide long-range planning for the Association and for development and formulation of the Association’s policies.
      B. Make decisions regarding affiliations with other associations of psychologists or other organizations. 
      C. Adopt Governance Policies, as may be recommended by a Committee, Task Force, or Member.
      D. Appoint any officers and agents and to hire any employees as may be necessary for the carrying out of the purposes of the Association
In the event of a discrepancy or conflict between Bylaws and Governance Policies, the Bylaws shall prevail.
2. In the event of dissolution of the Association, the Board shall make recommendations to the Executive Committee regarding the transfer or distribution of the Association’s assets consistent with its Articles of Incorporation, these Bylaws, and the Michigan Nonprofit Corporations Act, as currently existing or subsequently amended.
3. Composition of the Board. The Board of Directors for the following year shall be appointed by the current/outgoing President and must be composed of at least the following MPA members:
      A. the Officers of the Association as set forth in Article VI;
      B. the Michigan Representative to the APA Council of Representatives;
      C. the Federal Advocacy Coordinator of the Association;
      D.  the President of the Michigan Psychological Association Foundation (ex officio);   
      E. the Chair of each Standing Committee.
5.  Doctoral level, fully licensed psychologists shall comprise a majority of the board members.
6. At no time shall the Board of Directors have fewer than three directors.  Each Director must be at least 21 years of age and a Member of the Association in good standing, having fulfilled all conditions of membership as described herein.
7. Delegation of Authority. The Board shall have the authority to delegate powers and responsibility to the Executive Director and to Committees and Task Forces, except that the Board may not delegate any of the following powers or authority:
      A. amend the Articles of Incorporation;
      B. adopt an agreement of merger or consolidation;
      C. recommend to members the sale, lease, or exchange of all or substantially all of the Association’s property and assets;
      D. recommend to members a dissolution of the Association;
      E. fill vacancies on the Board; and,
      F. terminate membership.
6. Vacancies. A vacancy occurring on the Board must be filled by appointment of the President, who is not prohibited from such service by MCL 450.2514 or its equivalent, subject to the approval of a majority of the remaining members of the Board, for the unexpired term of the office vacated or until a special meeting duly called for that purpose.  The Association may fill a vacancy that will occur at a specific date, prior to that date and before the vacancy actually occurs, but the Director who is elected or appointed to fill the vacancy may not take office until the vacancy actually occurs. 
7. Chairperson. The President of the Association shall be the Chairperson of the Board, and in his or her absence, the President-Elect shall preside.
8. No corporate documents (including, but not limited to, agreements, contracts, checks, notes, disbursements, loans, and other debt obligations) can be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board of Directors.  The Board of Directors has the power to designate which Director, officer, or agent has authority to execute a particular instrument on behalf of the Association. 
9. Fiduciary Duty. Every Director must discharge his/her duties including his/her duties as a member of a committee in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner, he/she reasonably believes is in the best interests of the Association. In discharging his/her duties, a Director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following: (a) One or more Directors, officers, or employees of the Association, whom the Director reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants, engineers, or other persons as to matters the Director reasonably believes are within the person’s professional or expert competence; (c) A committee of the board of which he/she is not a member if the Director reasonably believes that the committee merits confidence. However, a Director is not entitled to rely on the information if he/she has knowledge concerning the matter in question that makes reliance unwarranted.
10.  Removal of Directors. A Director or the entire Board of Directors may be removed with or without cause by vote of the majority of members entitled to vote at an election of Officers.
 
ARTICLE VI – OFFICERS
1. The Officers of the Association shall be:
      A. its President;
      B. its President-Elect;
      C. its Past President;
      D. its Secretary; and,
      E. its Treasurer.
2.  One individual may hold two or more offices, but an officer cannot execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or the articles of incorporation or bylaws to be executed, acknowledged, or verified by two or more officers.
3. President. The President shall be a doctoral-level, fully licensed psychologist who has just completed his or her term as President-Elect. The President shall be the Chairperson of the Board and the Executive Committee. The President shall represent the Association in order to further its best interests, and shall perform other duties as prescribed by the Board. The term of office shall be one (1) calendar year. The President shall have the independent authority to appoint Task Forces.
4. President-Elect. The President-Elect shall be a doctoral-level, fully licensed psychologist. The President-Elect shall be a member of the Association elected by ballot by members of the Association. The President-Elect shall be a voting member of the Board and the Executive Committee and shall serve on the Nominations Committee. The President-Elect shall preside in the absence of the President. The term of office shall be one (1) calendar year.
5. Past President. The Past President shall be a doctoral-level, fully licensed psychologist. The Past President shall be a member of the Association and be the most recently retired President. If the most recently retired President is unable to serve, a substitute may be chosen by a 2/3 vote of the Board. The Past President shall be a voting member of the Board and the Executive Committee for one (1) calendar year. The Past President shall be the Chairperson of the Nominations Committee.  The Past President shall also serve, for the duration of the term of office, on the Board of the Michigan Psychological Association Foundation.
6. Secretary. The Secretary shall be a member of the Association, elected by ballot by the members of the Association for a two-year term. The Secretary shall be a voting member of the Board and the Executive Committee and shall be responsible for creating and maintaining records of the proceedings of the Board and the Executive Committee. He/she will give all notices required by statute, by-law, or resolution. He/she must keep a record of the names and addresses of all members of the Association, the class of membership for each, and of all transfers of membership. He/she will also perform such other duties as are delegated to him/her by the President or the Board of Directors.
7. Treasurer. The Treasurer shall be a member of the Association, elected by ballot by the members of the Association for a two-year term. The Treasurer shall be a voting member of the Board and the Executive Committee and shall function also as the Treasurer for the Michigan Psychological Association Foundation. The Treasurer shall oversee the collection and disbursement of funds of the Association, subject to the approval of the Board. The Treasurer shall present financial reports at meetings of the Board and at other reasonable times. The Treasurer shall oversee the Executive Director’s preparation of an annual budget for approval by the Board.  The Treasurer shall also serve as the Treasurer of the Michigan Psychological Association Foundation.
8. Assumption of duties. Officers shall assume their duties on January 1 of the year following each election. An officer, as between himself or herself, other officers, and the Association, has the authority and must perform the duties in the management of the Association provided in the bylaws, or determined in accordance with a resolution or resolutions of the Board that is not inconsistent with these bylaws.
9.  Fiduciary Duty. Every Officer must discharge his/her duties including his/her duties as a member of a committee in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he/she reasonably believes is in the best interests of the Association. In discharging his/her duties, a Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following: (a) One or more Directors, officers, or employees of the Association, whom the Officer reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants, engineers, or other persons as to matters the Officer reasonably believes are within the person’s professional or expert competence; (c) A committee of the board of which he/she is not a member if the Officer reasonably believes that the committee merits confidence. However, an Officer is not entitled to rely on the information if he/she has knowledge concerning the matter in question that makes reliance unwarranted.
10. Removal from Office. Provided that there has been at least ten days advance notice, majority vote of the membership at a regular or special meeting may remove an officer with or without cause.  The Board may suspend the authority of an Officer in the event of a finding by the Board of:
      A. excessive absence from meetings without good cause; or
      B. actions clearly contrary to the best interests of the Association.
11. Replacement of officer. If any officer other than President or President-Elect resigns or is removed from office, the Board shall elect by majority vote one of its members to fill the vacancy for the remaining term.  If the President or President-Elect resigns or is removed from office, the Executive Committee shall elect one of its members to serve as presiding officer of the Association. In addition, within sixty (60) days, a special election by the membership shall be held for President-Elect.
 
ARTICLE VII – ELECTION OF OFFICERS
1. Nominations. During the second quarter of each year, a Nominating Committee consisting of the Past President as Chairperson, the President, and President-Elect shall solicit by mail, electronic mail, or any other means approved by the Board, from the membership eligible to vote nominations of candidates for the offices of President-Elect, Secretary, and Treasurer, if the terms of those offices will expire on December 31 of the current year.
2. Candidates. The Nominating Committee will publish a slate of at least one candidate for each position consisting of those who have received the most nominations from members eligible to vote and who possess qualities of leadership and service which the positions require.
3. Balloting. The election of President-Elect, Secretary, and Treasurer shall be by a plurality of the votes cast by ballot, electronic communication, or any other means permitted by the Board including electronic means, by voting members of the Association in good standing. The position of President and Past President shall not be voted on by the membership as the position of President-Elect shall be a three-year term with the first year holding the office of President-Elect, immediately followed by the office of President the following year, and then the position of Past President in the year immediately following.  Unless a different procedure is chosen by the majority vote of the members of the new Board, Officers shall be elected by a majority vote of the membership for the terms indicated in Article VII by ballot distributed by email in the fall before the annual fall educational conference or at the annual fall educational conference.   Votes shall be tallied and verified within one week of the close of voting by the Past President and at least two other Board members not running for office.
 
ARTICLE VIII – EXECUTIVE COMMITTEE
The Executive Committee of the Board shall be comprised of the Officers of the Association. The Executive Committee shall be the administrative agent of the Board and shall exercise general supervision over the affairs of the Association. In the intervals between meetings of the Board, the Executive Committee shall have authority to take such actions as are necessary for the conduct of the Association’s affairs in accordance with these Bylaws and the policies of the Board. It shall furnish a copy of its minutes to the Board.
 
ARTICLE IX - EXECUTIVE DIRECTOR
The Board shall authorize the hiring of an Executive Director who shall be the administrator of the Association and its office(s). The Executive Director shall perform such duties as may be assigned by the Board or the Executive Committee. Confirmation of the Executive Director shall be by a two-thirds vote of the Board members voting. The President of the Association, as agent of the Board and the Executive Committee, shall supervise the Executive Director.
 
ARTICLE X - COMMITTEES & TASK FORCES
1. Standing Committees. The Standing Committees of the Association shall include:
      A. Ethics Committee;
      B. Membership Committee;
      C. Program Committee
      D. Communications Committee
      E. Finance Committee
2. Other Standing Committees. Other Standing Committees not named in these Bylaws may be continued, created or dissolved upon a two-thirds vote of the Board voting.
3. Election of committee chairpersons for Standing Committees. At the last Board meeting of the calendar year, the President-Elect shall propose committee chairpersons for the next calendar year. Committee chairpersons shall be members of MPA in good standing. Each nomination must be confirmed by a majority vote of the Board voting in order to take effect. These chairpersons will serve until a majority vote of the Board either approves or votes out any of these chairpersons. The chairpersons are not entitled to a vote until approved by a majority vote of the Board. The term of a committee chairperson shall be one calendar year. Further nominations for committee chairpersons may subsequently be submitted by the President for confirmation by the Board. The chairperson of a standing committee may be removed from office prior to the end of the calendar year by a two-thirds majority vote of the Board or a majority vote of the members. The term of office of the chairperson of the Early Career Psychologist committee shall not extend beyond the APA definition of ECP.
4. Task forces. Task forces and task force chairpersons are appointed by the President to address specific operations, tasks and issues. Tasks forces dissolve: a) at the completion of their mission; b) at the direction of the President; or c) at the end of each calendar year, unless specifically continued by the incoming President.
5. The Board of Directors may appoint or authorize the President to appoint from their own members or from members of the Association such executive or nonexecutive committees as the Board deems necessary to carry on the affairs of this Association, and if it chooses to do so, the Board of Directors must define the powers and duties of such committees. An executive committee will be any committee which consists of one or more of the directors of the Association. The committees so appointed shall hold office only at the pleasure of the Board of Directors. Nonexecutive committees may include individuals who are not directors, officers, or members of the Association. A nonexecutive committee formed by the Board of Directors must be formed by resolution of the Board which states the purposes of the committee, the terms and qualifications of committee members, and the ways in which members of the committees are selected and removed, as defined in MPA policy. A majority of the members of a committee constitutes a quorum for the transaction of business.  The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the committee.

ARTICLE XI – MEETINGS
1. Procedure. Meetings of the Association shall be conducted according to Modern Parliamentary Procedure by Ray E. Keesey.
2. Membership Meetings.
      A. Annual business meeting. The annual business meeting of the Association shall be held during the Association’s annual spring educational conference.  Members present at the meeting shall constitute a quorum.  Voting may include absentee votes and electronic voting.  As permitted by the Nonprofit Corporation Act, if the annual meeting is not held before the date designated, for reasons including lack of quorum, the Board must cause the meeting to be held as soon after that date as convenient, no later than 90 days.
      B. Special meetings. Special meetings of the membership may be called by the Board or may be called by written petition submitted to the President and signed by not less than ten (10) percent of all voting members of the Association in good standing. At special meetings of the membership, the presence of at least twenty-five (25) percent of voting members shall be necessary to constitute a quorum.
      C. Voting. Action to be taken by vote of the members shall be authorized by a majority of the votes cast by the members present who are entitled to vote, except for Amendments to the Articles of Incorporation or the Bylaws (as addressed in Article XIII).  A vote may be cast in writing at a meeting.  Votes may also be cast by electronic method, if such method is approved by the Board.  Unless otherwise provided by these Bylaws or required by law, any action submitted to the members for vote at a meeting must be authorized by a majority vote of those members present in person, or by electronic means if permitted, at the meeting. An electronic transmission that consents to an action that is transmitted by a member, is written, signed, and dated for the purposes of this section if the electronic transmission is delivered with information from which the Association can determine that the electronic transmission was transmitted by the member and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed. A consent given by electronic transmission is considered delivered upon receipt.
      D. Notice.  Notice of each meeting of the members will be given to each member, by first class mail or by an electronic means approved by the Board of Directors including, but not limited to, email, not less than ten (10) nor more than sixty (60) days before the meeting. Notice is given to each member at the member’s last known address or email address as it appears in the membership roster.  Each notice will be deemed served when the same has been deposited in the US Mail with postage fully prepaid, plainly addressed to the addressee’s last address. Any notice given to a member by a form of electronic transmission which the member has provided to the Association will be sufficient notice of a meeting and will be deemed served once the electronic transmission is sent. Each member is responsible for ensuring that its address and/or electronic transmission contact on the membership roster is accurate. Attendance of a Member at a meeting constitutes a waiver of objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, stating lack of notice as the reason for the objection.  Each meeting notice will set out in reasonable detail the business to be brought before the meeting and each meeting will be limited to the items set out in the notice. Each notice will provide a description of the means of electronic or remote communication by which a member may participate, if the Board has chosen to allow electronic participation. Members present may make suggestions covering items which they feel should be brought before the membership. If any such suggestions are approved by proper resolution of those members present, it is the duty of the Secretary to add such issue to the agenda and notice for the next regular or special membership meeting.  If a meeting of the members is adjourned to another time or place, notice will not be provided of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  At such an adjourned meeting, the members may only transact business they may have transacted at the original meeting, unless a new notice is provided.
      E. Certified List of Members. The Secretary must make and certify a complete list of the members entitled to vote at each meeting.  The list should be arranged alphabetically and include the address of each member.  The Secretary must have this list present at each meeting.  The list will be open to examination by any member during the meeting.  If the meeting is held solely by means of remote communication, if so designated by the Board of Directors, then the list will be open to the examination of any member during the entire meeting by posting the list on a reasonably accessible electronic network, and the information required to access the list must be provided with the notice of the meeting.
      F. Action without a Meeting. Any action the Board of Directors or the Members are required or permitted to take at an annual or special meeting, including the election of directors, may be taken without a meeting if the Association provides a ballot (electronically, hand delivered, or by first class mail) to each Member that is entitled to vote on the action that sets forth the proposed action, provides an opportunity for those entitled to vote on the action to vote, and specifies the time by which the Association must receive a ballot in order for it to be counted as a vote.  The time specified must be not less than ten (10) nor more than ninety (90) days after the date the ballot is provided to the member. An action is considered approved if the total number of ballots received equals or exceeds the quorum required to be present at a meeting to take action and the number of favorable votes equals or exceeds the number of votes required to approve the action at a meeting. Any action the members are required or permitted to take at an annual or special meeting may also be done without a meeting, without prior notice, and without a vote if either before or after the action all the members entitled to vote on the action consent in writing or by electronic transmission. If action is taken without a meeting as described in this Section, following the vote the Secretary must file a certificate in the corporate records that proper notice was provided, and proper consent was obtained for the action.
      G. Participation by Electronic Means. If permitted by the Board as described above, a member 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. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.
3. Board of Directors meetings.
      A. Regular meetings. Regular business meetings of the Board shall be held at a time and place designated by the Board.
      B. Special meetings. Special meetings of the Board may be called by the President or by a majority of the members of the Board. Notice of a special meeting shall be provided to each member of the Board by electronic communication, mail, or by telephone, not later than ten (10) days before the meeting. Notice of any meeting may be waived in writing or electronic communication either prior to or subsequent to such meeting.
      C. Quorum. At Board meetings, the presence of at least six (6) members of the Board shall be necessary to constitute a quorum. Each member of the Board shall have one vote.
      D. Voting. Unless otherwise noted in these Bylaws, the vote of the majority of members present at a Board meeting, at which a quorum is present, constitutes the action of the Board. Action may be taken without a meeting if a majority of members of the Board consent to the action in writing or by electronic communication.
      E. Meeting minutes. The minutes of each Board meeting shall be published for members to the MPA website.
      F.  No notice will be provided to members for meetings of the Board unless it is also a membership meeting.
      G.  Telephonic/Electronic Participation. If so agreed by the Board of Directors, a Director may participate in a regular or special meeting by means of conference telephone or other means of remote communication by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.
      H.  Action by Consent. Action required or permitted to be taken under authorization voted at a meeting of the Board of Directors or a committee of the Board of Directors may be taken without a meeting if, before or after the action, all members of the Board of Directors then in office or of the committee consent to the action in writing or by electronic transmission. The written consents must be filed with the minutes of the proceedings of the Board of Directors or committee. The consent has the same effect as a vote of the Board of Directors or committee for all purposes.
4.  Meetings Not for Business Governance.  The Association may conduct a meeting of its members without the notice designated in this Section if the meeting is for a purpose that does not involve the election of Directors or the taking of other actions involving control or governance of the Association.
 
ARTICLE XII – FINANCIAL
1. Fiscal year. The fiscal year of the Association shall begin January 1.
2. Dues. All members of the Association shall pay annual dues to be determined by the Board. However, certain members may be afforded reduced dues status as provided in the Policies and Procedures Manual.
            A. Notice of dues. Written or electronic notification of dues payable shall be sent to each member annually by October 1 of the preceding year.
            B. Non-payment of dues. At the end of the first quarter, members who have not paid their dues may neither vote nor receive other benefits of membership, although they are still counted as non-voting members for reporting purposes.  Nonpayment of dues for an entire annual dues cycle shall be considered as equivalent to a request for resignation from the Association. Members who have been dropped for delinquency of dues must re-apply for membership.
 
ARTICLE XIII – AMENDMENTS
1. Voting on amendments.  Amendments to the Articles of Incorporation and these Bylaws may be proposed by the Board or by petition signed by ten (10) percent of association members eligible to vote.
2. Amending Bylaws.  Proposed amendments shall be presented to the membership for comment per policy.  Amendments to these Bylaws shall be made if passed by three-quarters of the votes cast by members of the board of directors in person, by mail, electronic mail, or other accepted means.
3. Amending Articles of Incorporation.  Amendments to the Articles of Incorporation shall be made if passed by two-thirds of the votes cast by electronic mail, or other accepted means, by members who are eligible to vote, notice of which was given by electronic mail to each member eligible to vote thereon at least twenty (20) days prior to the date of the meeting.
 
ARTICLE XIV – CORPORATE RECORDS
The Association will keep books and records of account and minutes of the meetings of its members, board, and executive committee(s), if any. Such corporate records must be kept at the principal office. The Association must also keep at its principal office records containing the names and addresses of all current members in good standing, and the dates when each member commenced membership. Any of such books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.  Any member in good standing may during regular business hours inspect for any proper purpose the Association’s list of members, and its other official books and records (specifically excluding records of executive sessions and the details regarding ethics investigations) if the member gives the Association written demand (or the electronic equivalent) describing with reasonable particularity the purpose of the inspection and the records the member desires to inspect, and the records sought are directly connected with the purpose. Proper purpose means a purpose that is reasonably related to a person’s interest as a member.  If an attorney or other agent is the person seeking to inspect the records, the demand must include a power of attorney or other writing that authorizes the attorney or other agent to act on behalf of the member.  The Association must respond to any such request within five (5) business days of receiving the request. Also, if requested in writing (or the electronic equivalent) by a member, the Association will mail to the member its balance sheet as at the end of the preceding fiscal year; its statement of income for that fiscal year; and, if prepared by the Association in its normal business, its statement of source and application of funds for that fiscal year.   The Association reserves the right to impose reasonable limitations on member inspections of such records. The Association may charge a reasonable fee for preparing the records and copying the records to the member requesting the information.
  
ARTICLE XV – DISSOLUTION
The Association may be dissolved only with the assent given in writing and signed by the members entitled to cast two-thirds of its membership vote. Written notice of a proposal to dissolve, setting forth the reasons therefore and the disposition to be made of the assets will be mailed to every member at least sixty (60) days in advance of any action taken. Upon dissolution of the Association, after satisfying all liabilities, the assets, both real and personal of the Association, must be dedicated to an appropriate nonprofit corporation to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association.
 
ARTICLE XVI – INDEMNIFICATION
Each individual who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a “proceeding”), by reason of the fact that such individual is or was a director or officer of the Association will be indemnified and held harmless by the Association to the fullest extent authorized by the Association’s insurance against such litigation and the Michigan Nonprofit Corporation Act and other applicable laws of the State of Michigan, as the same exist or may hereafter be amended, against reasonable expenses, judgments, penalties, fines, and amounts paid in settlement incurred by such indemnitee in connection therewith and such indemnification will continue as to an indemnitee who has ceased to be a director or officer and will inure to the benefit of such indemnitee’s heirs, executors and administrators. However, this indemnification will not apply if the Association or another director has filed suit against a director or officer.  This indemnification will also not apply over or above any insurance coverage for such loss.  In the event of a dispute with insurance regarding coverage, the Association will not pay any indemnification or defense. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article are not exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of the Association, agreement or vote of disinterested directors or otherwise.  All indemnification under this paragraph is only to the fullest extent of and limited by the Association’s insurance for this purpose.

Approved by vote of the membership, November 12, 2019