B Y L A W S
U.S. GREEN BUILDING COUNCIL – WEST MICHIGAN CHAPTER
ARTICLE I – NAME AND PURPOSE
1.1 Name. The name of the organization shall be U.S GREEN BUILDING COUNCIL-WEST MICHIGAN CHAPTER (the “Organization”). The Organization has been organized on a nonstock, membership basis Michigan non-profit corporation by the filing of the Articles as required by the Michigan Nonprofit Corporation Act, MCL 450.2101 et seq.
1.2 Purpose and Powers. The purpose for which the Organization is formed and the powers which it may exercise are set forth in its Articles of Incorporation.
ARTICLE II – MEMBERSHIP
2.1 Non-Discrimination Policy. Membership in the Organization will be open to all qualified persons without regard to any classification other than those described in these Bylaws. More specifically, membership in the Organization shall be open to all individuals without regard to race, color, ethnicity, national origin, religion, gender, sexual orientation, disability or age. All activities of the Organization shall be conducted in accordance with the principles of nondiscrimination and mutual respect. Further, the Organization will not condone or endorse any conduct that is not in accord with these principles.
2.2 Membership Categories. There are four types of Members:
1) National Company Employee Member – An individual who has paid the dues as set by the Board, is in good standing with the Organization and is an employee of a company or organization that is a member of USGBC National
2) Chapter Member – An individual who has paid dues as set by the Board and who is in good standing with the Organization.
3) Emerging Professional Member – An individual 30 years of age or younger, is no longer a Student Member and who has paid dues as set by the Board and who is in good standing with the Organization.
4) Student Member – An individual who is a full-time student at a college or university and who has paid dues as set by the Board and who is in good standing with the Organization.
2.3 Other Membership. Each Member may be eligible for membership in more than one USGBC chapter. Such Members may join any additional chapter(s) upon the payment of dues to that chapter and shall be eligible to vote or hold elective office in the additional chapter(s).
2.4 Termination of Membership. Resignation or termination of membership will not relieve a Member of responsibility for any financial obligations, including dues and other amounts due, accrued up to the effective date of membership termination. Membership in the Chapter may be terminated when:
1) A Member resigns by giving notice to the Chapter. In the event of resignation, dues already paid for the current year will not be refunded.
2) Dues or other financial obligations to the Chapter have not been paid by the due date.
3) A Member is expelled for actions that the Board determines are prejudicial to the welfare, interest or character of the Chapter, including willful violation of these Bylaws. A Member in good standing is entitled to a hearing before the board prior to being expelled. If a majority of the Board Members vote to expel a Member under this Section, such Member shall no longer be eligible to be a Member of the Organization.
2.5 Annual Dues. The Chapter will collect its members’ dues as set forth in the Organization’s policy. The amount of dues varies by membership category. Dues are payable upon becoming a member and thereafter annually in accordance with USGBC policy. No dues will be refunded.
ARTICLE III – MEMBER MEETINGS
3.1 Annual Meeting. The Annual Meeting of Members shall be held in October of each year on the date and time as specified in a notice of meeting approved by the Board and disseminated electronically to the Members.
3.2 Special Meeting. The Board may call a special meeting of Chapter Members at any time.
3.3 Times and Places of Meetings. Meetings of the Chapter Members will be held at such place and at such time as the Board determines.
3.4 Notice of Meeting. Written or oral notice stating the place, day and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Member of record and in good standing not less than 10 nor more than 60 days before the date of the meeting, either personally, by electronic transmission or by first-class mail, by or at the direction of the Board. By virtue of being a Member of the Organization, each Member consents to receiving notices via electronic transmission.
3.5 Record Date. The Board may fix a date not more than 60 and not less than 10 days prior to the date set for any meeting of the Members as the record date as of when the Members of record entitled to notice of and to vote at such meeting and any adjournment thereof shall be determined.
3.6 Waivers by Attendance. A Member’s attendance at a meeting shall constitute a waiver of notice of the meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A Member’s attendance shall also constitute a waiver of objection to consideration of a particular matter that was described in the purpose or purposes described in the meeting notice. In addition, a Member may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
3.7 Quorum. One-third of the Members of the Organization entitled to vote, represented in person or by proxy at a properly noticed meeting, shall constitute a quorum at a meeting of the Members. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice 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, and any business may be transacted at the adjourned meeting that might have been transacted at the original date of the meeting. If, however, after the adjournment, the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 3.4 to each Member of record on the new record date entitled to vote at such meeting. After a quorum has been established at a meeting of the Members, the subsequent withdrawal of Members, so as to reduce the number entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
3.8 Voting Rights. Each Member in good standing shall be eligible to vote in person or by proxy on matters that Members are required to vote. Each Member is entitled to one vote per matter submitted to a vote a meeting of the Members with the exception being the election of the Board in which case each Member shall be entitled to vote for as many persons as Board positions are up for vote. Proxy voting will be permitted when properly executed by the Member and filed in accordance with guidelines governing proxy voting as adopted from time to time by the Board. The vote of a majority of the Members present at a meeting constitutes a passing vote unless specified differently in these Bylaws.
3.9 Proxies. Every Member entitled to vote at a meeting of the Members or to express consent or dissent without a meeting, or his/her duly authorized attorney-in-fact, may authorize another person or persons to act for him/her by proxy. The proxy must be executed in writing by the Member or his/her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Chapter before or at the time of such meeting or at the time of expressing such consent or dissent without a meeting.
3.10 Electronic Participation in Meeting. A Member may participate in a meeting of the Members by a conference telephone or similar communications device by which all persons participating in the meeting may communicate with the other participants. All participants must be advised of the communications device, and the names of the participants in the conference must be divulged to all participants. Such participation in a meeting constitutes presence in person at the meeting.
3.11 Action Without a Meeting. Any action may be taken without a meeting, prior notice, or vote, if a consent in writing to the action is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all Members entitled to vote were present and voted. Prompt notice of the action taken shall be given to each Member who did not consent in writing.
ARTICLE IV – BOARD OF DIRECTORS
4.1 Number of Directors. The supervision, control, and direction of the Organization shall be the responsibility of its board of directors (the “Board”), which shall consist of at least seven individuals but not more than fifteen individuals. The board may specify and change the number of directors.
4.2 Qualification. With the exception of Student Members, any Member in good standing is eligible to serve on the Board. The Organization shall strive to achieve diversity on the Board in both professional and socio-economic terms.
4.3 Election. Members shall elect directors by a plurality of votes cast in conjunction with the online election following the annual meeting of the Members, except as provided in Section 4.6. The Board shall be responsible for nominating candidates to the slate of nominees for the election in addition to any Member who wishes to nominate himself or herself to the slate of candidates.
4.4 Term of Office. Each director shall be elected to a term commencing on the date of his or her election and terminating upon the election of directors at the second succeeding annual election conducted in conjunction with the online USGBC board election. A director’s term shall be two years. A director may serve up to three consecutive full terms, with a hiatus of at least one year prior to reelection; a term that is less than a full term shall not count against this term limitation.
4.5 Resignation and Removal. A director may resign by written notice to the Secretary. The Board may remove a director with or without cause upon a vote of two-thirds of the directors on the Board voting on the matter.
4.6 Vacancies. The directors may appoint an individual to fill a vacancy on the board for a term continuing only until the expiration of such director’s term.
4.7 Powers. The board shall manage the Organization’s business and may exercise all the Organization’s powers, except those powers that are reserved to the Members. The board may establish policies, procedures, or such other rules as are consistent with these bylaws and with the USGBC bylaws and policies applicable the USGBC chapters.
4.8 Committees. The board shall appoint a Membership Committee, a Programs Committee and a Fundraising Committee. Committees shall consist of at least one director and may include non-director members of any category. The Board may appoint such other committees as seem useful and desirable. The Board may not delegate the exercise of any of Board powers to a committee that does not consist wholly of directors. 4.9 Board Giving. Each director on the Board is required to give to the Organization. This giving can be achieved (i) through the donation of time or services to the Organization; (ii) through financial donations from the director or the director’s employer or business; (iii) by obtaining sponsorships or donations from other individuals and entities; or (iv) a combination of any of the above.
ARTICLE V – BOARD MEETINGS
5.1 Annual and Regular Meetings. The annual meeting of the Board shall be the first board meeting following the Members’ annual election of directors for the purpose of electing officers and transacting any other business. Board meetings shall be held thereafter at the time and place the board specifies at its annual meeting each year. A board meeting may be held at a different time and place with the consent of a majority of the directors upon written notice to all directors who did not consent.
5.2 Special Meeting. Any director may call a special meeting of the Board at any time by giving proper notice to all other directors.
5.3 Notice of a Meeting. Notice of a directors’ meeting stating the time, place and, if a special meeting, the purposes of the meeting must be given to each director at least five days before the meeting by oral or written notice delivered personally, by mail or by electronic transmission to each director at his/her business address, unless in case of emergency, the President of the Chapter shall prescribe a shorter notice to be given personally or by electronic transmission to each director at his/her residence or business address. If a notice of meeting is mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting, before or after the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.
5.4 Quorum. A majority of the directors constitutes a quorum for the transaction of business. The act of a majority of those directors present at any meeting at which there is a quorum is the act of the board, except as provided by law, the Articles of Incorporation, or these bylaws.
5.5 Voting Rights. Each director present in person at a board meeting is entitled to one vote.
5.6 Conduct of Meetings. The Board shall use established methodologies and standards to gain consensus… Regardless of the chosen methodology, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. All Board activities shall be transparent to the Members and no actions may be conducted in secrecy.
5.7 Action by Without Meeting. Any action required by law to be taken at any meeting of the directors of the Organization may be taken without a meeting if a consent in writing, setting forth the action to be so taken, agreed by all of the directors, is filed in the minutes of the proceedings of the Board by the Secretary, and such consent shall have the same effect as a unanimous vote. For the purposes of this Section, “in writing” shall include electronic mail.
5.8 Electronic Participation in Meeting. A director or member of a committee may participate in a meeting through a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting constitutes presence in person at the meeting.
5.9 Conflicts of Interest. Directors shall sign a statement acknowledging that they have been furnished with a copy of the Organizations Conflicts of Interest Policy and Code of Conduct Policy, that they have read and understand said Policies, and that they agree to abide by and be bound by their terms. The purpose of the Organization’s Conflicts of Interest Policy is to protect the Organization’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Member of the Board. Members of the Board have a fiduciary duty to the Organization and they shall at all times act in a manner consistent with that fiduciary obligation notwithstanding the requirements of this Policy.
ARTICLE VI – OFFICERS
6.1 Appointment. The board of directors shall appoint from their number a President, Vice President, Secretary, and Treasurer. An unappointed position for the Past President will occupied by the most recent President for the purpose of acting as an advisor to the then current sitting President. The board may also appoint from their number one or more other officers as needed. Additional officers may hold titles the Board deems appropriate for such a position. The board need not appoint or elect an officer to an office that is already filled and whose term has not expired. The same person may not hold two or more offices. An officer may not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation, or these bylaws to be executed, acknowledged, or verified by two or more officers.
6.2 Term. An officer shall hold office until the directors’ next meeting following the annual election of directors, or until the officer’s death, resignation, or removal. No person shall hold the same office for more than two consecutive years.
6.3 Removal and Vacancies. The Board may remove an officer with or without cause by vote of at least two-thirds of the directors entitled to vote, other than the officer whose removal is sought. An officer may resign by written notice to the Secretary. The resignation is effective upon its receipt by the Chapter or at a later date specified in the notice.
6.4 President. The President is the Organization’s chief executive officer and shall preside at all directors’ meetings. The President shall sign bonds, mortgages, and other contracts and agreements on the Organization’s behalf, except when the board specifies the same to be done by some other officer or agent. The President shall see that all orders and resolutions of the Board are carried into effect and performs all other duties necessary or appropriate to the office of President.
6.5 Vice President. The board may designate one Vice President to perform the duties and exercise the authority of the President during the President’s absence or disability. The Vice President shall perform other duties that the President assigns or the board prescribes.
6.6 Secretary. The Secretary shall cause to be recorded and maintained minutes of all meetings of the board, board committees, and Members. The Secretary shall cause to be given all notices required by law, these bylaws, or resolution of the board and shall perform other duties that the President assigns or the board prescribes.
6.7 Treasurer. Except as otherwise prescribed by the board, the Treasurer shall oversee the custody of the corporate funds and securities, cause to be kept in books belonging to the Organization a full and accurate account of all receipts, disbursements, and other financial transactions of the Organization, and deposit all funds to the credit of the Organization in such depositories as the board designates. The Treasurer shall perform other duties that the President assigns or the board prescribes.
6.8 Immediate Past President. In the event that the term limit of the individual who is Immediate Past President shall have expired, the Board of Directors shall have the authority to retain this individual on the Board, in the position of Immediate Past President, until such a time as another individual holds said office. This will be an advisory position and shall not have any right to vote on official matters before the Board.
6.9 Presidential Succession. In cases of temporary absence, the succession shall be Vice President, Treasurer, and then Secretary. In the event that the elected President is unable to fulfill his/her term, the Vice President shall become President. Upon the completion of the completion of the President’s term in that position, the Vice President position shall automatically succeed to the president and the President shall occupy the position of Past President.
6.10 Compensation. Officers may not receive compensation for their services, but may be reimbursed for their reasonable expenses incurred in performing Chapter duties.
ARTICLE VII – EXECUTIVE DIRECTOR AND STAFF
7.1 Appointment. The Board may appoint, employ and will have oversight over a salaried staff administrator who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.
7.2 Authority and Responsibility. The Executive Director shall, subject to the control of the Board, supervise and control the operational affairs of the Organization. He/she shall perform all duties incident to his/her office and such other duties as may be required by law; by the Articles of Incorporation of the Chapter; by these Bylaws; or which may be prescribed from time to time by the Board. Except as otherwise expressly provided by law; by the Articles of Incorporation; or by these Bylaws, the Executive Director shall, in the name of the Organization, execute such contracts, checks or other instruments that may from time to time be authorized by the Board. In the course of administering the Organization’s operation, services and programs, the Executive Director must secure written permission from the Organization’s President or Treasurer in order to expend more than $1000 for any unbudgeted expense or $3000 for any budgeted expense. The Executive Director will also prepare, annually, a proposed budget for the Organization that will be reviewed and approved by the Board. In accordance with a Board-approved budget for the Organization, the Executive Director may hire and/or appoint as necessary appropriate staff to provide administrative and program management services, and negotiate employment and/or management contracts on the Organization’s behalf. These duties include fixing compensation for such Organization staff within the parameters of the approved budget.
ARTICLE VIII – GRAND RAPIDS 2030 DISTRICT COMMITTEE
8.1 Committee Purpose. The Grand Rapids 2030 District Committee (“2030 Committee”) is a groundbreaking, private and public led, collaborative high-performance building district focused on fostering a sustainable, efficient, thriving downtown Grand Rapids that is operating under the guidance and control of the Organization.
8.2 2030 Committee Leadership Counsel. The 2030 Committee Leadership counsel shall control the day-to-day operations of the committee as well as set policies and strategies of the 2030 Committee. This leadership counsel shall be comprised of at least 9 members but not more than 15 members. At least one Member of the Board of Directors must occupy a position on this leadership counsel.
8.3 Committee Officers. The 2030 Committee Leadership Counsel shall appoint from their number a President, Vice President, Secretary, and Treasurer. The same person may not hold two or more offices.
8.4 Committee Powers and Authority. The 2030 Committee shall have the sole power and authority, on its own behalf, to take the following actions in connection with achieving its Purpose described above: (a) enter into or terminate any contract or agreement and execute any and all contracts, agreements, documents and instruments of whatever nature, provided that the aggregate capital commitment of the 2030 Committee with respect to any such contract, agreement, document or instrument does not exceed $100; (b) make expenditures and capital commitments that are part of a budget that has been approved by the Board of Directors of the Organization; (c) participate with others in partnerships, joint ventures and other associations and strategic alliances that do not involve any stock purchases or mergers or acquisitions and that do not require a capital commitment by the Organization; and (d) conduct day-to-day activities that are directly associated with furthering the 2030 Committee’s purpose in Section 8.1 above. The 2030 Committee does not have the authority to take actions not listed above including pursing or defending any litigation matter in the name of the Organization or the 2030 Committee.
8.5 Conflicts of Interest. Members of the 2030 Committee Leadership Counsel shall sign a statement acknowledging that they have been furnished with a copy of the Organizations Conflicts of Interest Policy and Code of Conduct Policy, that they have read and understand said Policies, and that they agree to abide by and be bound by their terms. The purpose of the Organization’s Conflicts of Interest Policy is to protect the Organization’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an individual or a for-profit entity. Members of the 2030 Committee Leadership Counsel have a fiduciary duty to the Organization and they shall at all times act in a manner consistent with that fiduciary obligation notwithstanding the requirements of this Policy.
ARTICLE IX – INDEMNIFICATION
9.1 Scope of Indemnity. The Organization shall indemnify its directors and officers against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of the Organization, by reason of the fact that such person was serving as a director or officer of the Organization, to the fullest extent permitted by the Michigan Nonprofit Organization Act. The Organization may indemnify persons who are not directors or officers to the extent authorized by resolution of the Board or by contractual agreement authorized by the board of directors. A change in the Michigan Nonprofit Organization Act, the Articles of Incorporation, or these bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.
9.2 Authorization of Indemnification. Unless ordered by a court or otherwise provided by law, the Organization shall indemnify a person only upon determination that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the Organization’s or Members’ best interests. Such determination shall be made (A) by majority vote of a quorum of the board consisting of directors who were not parties to the action or suit, (B) if a quorum of disinterested directors is not obtainable, by a majority vote of a committee of directors who were not parties to the action and consisting of not less than two disinterested directors, (C) by independent legal counsel in a written opinion, or (D) by the Chapter Members.
9.3 Insurance. The Organization may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, nondirector volunteer, or agent of the Organization or is or was serving at the Organization’s request in any other enterprise against any liability incurred in such capacity.
ARTICLE X – DEDICATION OF ASSETS
10.1 Use of Funds. The Organization’s funds and property shall be used exclusively for the Organization’s purposes described in the Articles of Incorporation. No part of the income or assets of the Organization shall inure to the private benefit of any individual, member, or director.
10.2 Dissolution and Liquidation. If the Organization’s purposes fail, if the Organization ceases to be approved as a tax-exempt organization under the federal Internal Revenue Code, and any such defect is not cured by appropriate amendment, or in the event of voluntary dissolution, then all of the Organization’s assets and accumulated income shall be distributed to such other organizations as the directors (or in default of designation by the directors, the Circuit Court for the County of Kent, Michigan) shall designate as best accomplishing the purposes for which this organization was formed. An organization receiving such distribution must be qualified as tax-exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax laws. The Organization shall be dissolved after all its property has been so distributed.
ARTICLE XI – AMENDMENTS
These Bylaws may be amended or repealed, and new Bylaws not inconsistent with any provision of the Organization’s Articles of Incorporation or the laws of the State of Michigan may be made at any meeting of the Board of Directors by the affirmative vote of two-thirds of the total number of Directors then in office; provided, however, that no such amendment, repeal or new Bylaws may be made at any meeting unless the substance and effect of the proposed amendment, repeal or new Bylaws shall have been stated in the notice of the meeting, which notice shall be given not less than 30 days prior to the meeting unless a longer time shall be required for notice of such meeting by other provisions of these Bylaws.