Section 1. NAME
The name of the Corporation is Michigan Relocation Council. The authorized abbreviation of the name of the Corporation is Michigan Relocation Council is “MiRC”.
Section 2. PURPOSE
The Michigan Relocation Council is a Michigan Not-For-Profit Corporation that is affiliated with Worldwide ERC as a regional group. It has been established to:
A. Promote professional standards in the corporate relocation field and conduct education seminars addressing current concerns;
B. Provide a forum for ideas, concerns, and education in all aspects of relocation;
C. Provide for continuing education credits for members for professional designations through Worldwide ERC®, SHRM, HRCI or other recognized accrediting organizations within the relocation industry as appropriate;
D. Provide our Members with the opportunity to network with others who share the responsibility for facilitating the relocation of families transferred for business reasons
Section 3. OFFICE
The MiRC shall have, and continuously maintain, in the state of Michigan, a registered office and agent.
ARTICLE II. MEMBERSHIP
Section 1. TYPES OF MEMBERSHIPS
There shall be three types of Memberships in the MiRC: Corporate, Service and Individual.
Section 2. ELIGIBILITY FOR MEMBERSHIP
Corporate Membership in the MiRC shall be open to individuals who are regularly engaged in the relocation of employees and interested in furthering the study and seeking solutions to issues encountered and promoting best practices by relocated employees and their employers.
Service Membership shall be open to those individuals whose business activity is in any of the following relocation fields:
A. Individuals who consult with employers on relocation policy development and/or administer programs;
B. Real estate brokerage, with an established relocation department;
C. Residential real estate appraising;
D. Residential mortgage lending;
E. Title insurance;
F. Shipment and storage of household goods;
G. Residential property management;
H. Home building, with an established relocation department;
I. Destination and transition assistance companies;
J. Law firms providing services in real estate, relocation or immigration;
K. Accounting firms engaged in the provision of expatriate tax services;
L. Other individuals providing any type of relocation service, directly or indirectly;
The Criteria for Service Membership acceptance for the MiRC shall be applied to all individuals in organizations which provide any type of relocation service directly or indirectly. No more than five Members per organization may be admitted to Service Membership.
Membership in Worldwide ERC®, HR Certification Institute® HRCI, or the Society of Human Resource Management (SHRM) is preferred but not required.
Consideration shall be given to prior attendance at general meetings and the maintenance of professional ethics and principles of the MiRC.
The Criteria for Individual Membership shall be anyone who may have left the industry or has been recently displaced.
Section 3. ADMISSION TO MEMBERSHIP
Application for Membership shall be made in writing or electronically and forwarded to the Membership Committee of the MiRC. All applications shall be reviewed, applicants vetted and approved by the Membership Committee.
Section 4. MEMBERS IN GOOD STANDING
A member shall be deemed in good standing if any dues required are paid by February 1st of each year, the Member continues to meet the eligibility criteria outlined in Section 2, and qualifications for membership are met. Section 5. MEMBERSHIP TENURE
A membership year shall begin on January 1 and end on December 31st of each year. Membership dues are payable by February 1st of each year. Section
Section 6. VOTING RIGHTS
Each Member is entitled to one vote.
Section 7. TERMINATION OF MEMBERSHIP
A. Through resignation - Any Member may voluntarily terminate membership by providing a written notice of resignation with the MiRC Secretary. Resignation becomes effective upon receipt by the MiRC Secretary.
B. Through ineligibility – The membership of any Member who, after review, is determined by a majority vote of the Board of Directors to no longer meet qualifications for membership shall be terminated.
C. For Cause – Solicitation of business is strictly prohibited at all MiRC functions and any Member who engages in such activity or activities detrimental to the MiRC may be terminated after review by and a majority vote of the Board of Directors.
D. Upon termination of membership, for any reason, all rights, privileges, and other interests of such Members in the MiRC shall cease. No refund of membership dues shall be made.
E. Upon written request signed by the former Member and filed with the Membership Committee, the Board of Directors may, by majority vote of the Board, reinstate such former Member to membership upon such terms as the Board of Directors may deem appropriate.
F. A Member who resigns because they leave their job may reapply for membership which will be considered based on the criteria in Sections 2,3 and 4. Any membership dues outstanding may be waived by the Membership Committee.
ARTICLE III. MEETING OF MEMBERS
Section 1. GENERAL BUSINESS MEETING
Meetings shall be held periodically each year, with a portion of the meetings designated for business and voting purposes if needed.
Section 2. SPECIAL MEETINGS
Special meetings of the Members may be called by the President, Board of Directors, or by a majority of the Members.
Section 3. NOTICE OF MEETINGS
Written notice stating the purpose, place, date and hour of any meeting of the Members shall be provided to each Member not less than seven days before the date of such meeting.
Section 4. QUORUM
A quorum for the purpose of voting shall be the voting Member(s) in attendance at a general business or a special meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. GENERAL POWERS
The general affairs of the MiRC shall be managed by its Board of Directors.
Section 2. NUMBER AND TENURE
The Board of Directors shall consist of both Corporate and Service membership with a minimum of nine, but no more than fifteen (15) members. Directors shall hold office for a three-year term. At the Board’s discretion, the outgoing Board President may be appointed as Past President Advisor until the incoming President’s term has completed
with non-voting rights.
Section 3. ELIGIBILITY OF DIRECTORS
In order to be considered for nomination to the Board, the Member must be a Member in good standing of the MiRC and have attended a minimum of two general business meetings during the previous twelve months.
The Board, in its sole discretion and by majority vote, may waive any of these requirements if it deems a nominee otherwise qualified for Membership.
Section 4. NOMINATION AND ELECTION OF DIRECTORS
The names of nominees (including self-nominees) shall be provided to the Board of Directors which shall nominate at least one candidate for each vacancy on the Board of Directors. The names of the prospective nominees shall be presented and voted upon via email survey ballot before at the last General Business Meeting of the year. If the vacancy is due to resignation or termination, the Board of Directors will forthwith appoint a Director from the Members; the new Director will serve for the unexpired term of the predecessor. The Board of Directors shall also appoint Corporate or Service Provider Advisors to serve as a Directors, with non-voting rights.
Section 5. LIMITATION
No more than one Member from the same organization may be elected to the Board of Directors to serve at the same time. If a Board member changes employment during the term that results in more than one from the same organization being on the board, that member will be permitted to finish their term.
Section 6. INDEMNITY
To the extent of its assets, MiRC will indemnify, defend and hold harmless any Director for any claim arising out of their duties including misfeasance, malfeasance and nonfeasance and shall maintain Director and Officer liability insurance in this regard.
Section 7. RESIGNATION
A Director, at any time, may resign by giving written notice of such resignation to the MiRC Secretary. Such resignation shall be effective as of the date specified therein. If
undated, the resignation shall be effective upon receipt by the MiRC Secretary.
Section 8. BOARD OF DIRECTORS MEETINGS
A minimum of four Board of Directors' meetings shall be held each calendar year.
Section 9. SPECIAL MEETINGS
Any Director may call a special meeting upon a seven-day written notice.
Section 10. QUORUM
A majority of the Board of Directors (excluding advisory members) shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, no binding actions shall be taken.
Section 11. REMOVAL OF A DIRECTOR
Any Director may be removed for cause by a majority vote of the Board of Directors. Removal of a Director elected by the Members may be appealed to the membership. Reinstatement may be by a majority vote of the voting Members present.Reinstatement may be by a majority vote of the voting Members present.
ARTICLE V. OFFICERS
Section 1. OFFICERS
The elected Officers of the Board of Directors shall be President, Vice President, Treasurer and Secretary.
Section 2. DUTIES OF OFFICERS
The duties of the Officers shall be such as their titles indicate by general usage and as may be assigned to them by a majority vote of the Directors. Their duties are as follows:
A. President: The President shall be the Chief Executive Officer of the Organization; preside at all meetings of the Organization and of the Board of Directors; shall appoint chairpersons of all committees as deemed necessary to carry on the activities of the Organization; shall be an ex-officio member of each committee; shall sign for the Organization all contracts or other formal instruments; shall
render an annual report at the Annual Meeting and shall perform such other duties pertaining as are required of the President. B. Vice President: The Vice President shall assume the duties of the President in the President’s absence and shall perform such other duties as are required of the President. The Vice President may also chair a position. Secretary: The Secretary shall keep a true and correct record of all proceedings, submit educational credits for meetings, prepare meeting presentation, and oversee check-in at each in-person meeting
C. Treasurer: The Treasurer shall receive all monies of the Organization and shall keep them on deposit in a bank or banks approved by the Board of Directors. The Treasurer shall make all disbursements including those for Director and Officer liability insurance coverage. Only current Organization operating expense disbursements may be made without the prior approval of either the Board of Directors or by vote of a majority of the active membership. The Treasurer shall keep a record of all receipts and disbursements and shall render reports showing the financial condition of the Organization at the Annual Meeting and also as called upon by the Board of Directors.
Section 3. ELECTION OF OFFICERS
The Officers of the MiRC shall be elected by the Board of Directors at a meeting of the Board. Nominees are to be selected from among the Directors. The Directors shall nominate at least one candidate for each office. Additional nominations may be made from the floor of the Board meeting at which Officers are elected by closed ballot.
Section 4. TENURE
Officers shall be elected for a three-year term. The office and the duties of the new Officers shall be assumed at the beginning of the next calendar year.
Section 5. VACANCIES
The President shall, with the approval of the Board of Directors, appoint a Member qualified to hold office to fill any interim Officer vacancy. If no qualified candidate is elected, the Board shall exercise the powers of the President's office as a committee of the whole, with decisions passed by a simple majority of those present.
Section 6. RESIGNATION
Any Officer, at any time, may resign by giving written notice of such resignation to the Secretary of the Corporation. Such resignation shall be effective as of the date specified therein and if no date is specified, the resignation shall be effective upon receipt by the Secretary.
ARTICLE VI. COMMITTEES
Section I. GENERAL COMMITTEES
The President may appoint such committees, in addition to the standing committees as appropriate, with the approval of the Board of Directors. At least one member of the Board of Directors shall be appointed to each committee. Duration of the general committee shall be determined by the President with the approval of the Board of Directors.
Section 2. STANDING COMMITTEES
Standing committees shall be those of Membership, Sponsorship, Charitable Causes, Programs, Venues and Website/Media.
Section 3. CHAIRPERSONS
The Chairperson must be a Director. The President may exercise the option of appointing a Co-Chair to any committee.
Section 4. VACANCIES
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the original appointments.
Section 5. QUORUM
The majority of the members of the Committee shall constitute a quorum. Matters in issue shall be resolved by the vote of a majority of the members present and presented to the Board for approval. The committee may meet without a quorum to accomplish the stated duties.
Section 6. RULES OF ORDER
Robert's Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Corporation and Committees in all instances wherein its provisions do not conflict with the ByLaws.
ARTICLE VII. BYLAWS
Section 1. PROCEDURE
These ByLaws may be altered, amended, repealed, and new ByLaws may be adopted by a majority of the entire Board of Directors at any meeting of the Board, provided that at least seven days written notice is given of intention to alter, amend, repeal, or to adopt new ByLaws at such meeting.
Section 2. NOTICE
When any amendments of the ByLaws have been made, copies of said amendments, or a complete revised copy of the ByLaws as amended, shall be communicated within sixty days of amendment to each Member.
Section 3. AMENDMENT BY MEMBERS
Any Member in good standing may submit a proposed amendment or additional ByLaw(s) to the Board for its consideration. In the event that the Board fails to adopt such proposed amendment or addition, the proposed amendment or addition shall be submitted for the consideration of the membership at the next Business meeting, where it must receive the approval of two thirds of the Members present. The text of the proposed amendment or addition shall be mailed to the Members with the notice of the meeting.
ARTICLE VIII. DISSOLUTION
The MiRC may only be dissolved by a majority vote of the Members present at a meeting specifically called for such purpose. Upon the dissolution or winding-up of the affairs of MiRC, after providing for the payment of all obligations, any remaining assets shall be distributed to any recognized non-profit relocation or charitable organization, subject to approval of the Board of Directors
ARTICLE IX. FISCAL AND ELECTIVE YEAR
The fiscal and elective year of the Corporation shall be from January 1, through December 31 inclusive.
ARTICLE X. DUES
The dues shall be established by vote of a majority of the Board of Directors. Each Member required to pay dues shall be responsible for payment of the dues by February 1st.
ARTICLES XI. ACCOUNTING
The MiRC shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, officers and committees. All books and records of MiRC may be inspected by any Member for any purpose at any reasonable time.
ARTICLE XII. CONTRACTS, CHECKS, DEPOSITS & FUNDS
Section 1. CONTRACTS
The Board of Directors may authorize any Officer or Officers, agent or agents of the MiRC, in addition to the Officers so authorized by these ByLaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the MiRC, and such authority may be general or confined to specific instances.
Section 2. AUTHORITY TO SIGN FINANCIAL DOCUMENTS
All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the MiRC, shall be signed by such delegated Officer or Officers, of MiRC and in such manner as shall from time to time by resolutions of the Board of Directors reassign such authority.
Section 3. DEPOSITS
All funds of MiRC shall be deposited to the credit of MiRC in such banks, trust companies, or from time-to time other depositories as the Board of Directors may select.
Section 4. GIFTS
The Board of Directors may accept on behalf of MiRC any contribution, gift, bequest, or device for any general or special purposes of MiRC.
ARTICLE XIII. WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provision of the General Not-For-Profit Corporation Act of Michigan, or under the provisions of the Articles of Incorporation of the ByLaws of MiRC, a waiver thereof in writing signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.