Adopted August 19, 2008
MICHIGAN ASSOCIATION OF COUNTIES
BY-LAWS
MISSION STATEMENT
The Michigan Association of Counties (sometimes referred to herein as “MAC”) founded on February 1, 1898, is the only statewide organization dedicated to the representation of all county commissioners in Michigan.
MAC is a non-partisan, non-profit organization which advances education, communication and cooperation among county government officials in the state of Michigan. MAC is the counties’ voice at the State Capitol, providing legislative support on key issues affecting counties.
ARTICLE I. PURPOSE
The purpose of this Association shall be: to improve county and local governments through cooperative and mutual efforts; to develop a legislative program beneficial to county and local government and citizens thereof; to provide information and research for the collection, analysis, and dissemination of appropriate materials; to formulate, to sponsor and carry out, alone or in cooperation with others, educational projects and programs beneficial to county and local government; to sponsor annual conventions as well as other meetings and seminars for the study of problems and matters of concern to county and local government; to publish an official magazine along with other reports and bulletins on county and local matters; to establish and maintain a close working relationship with State government and other units of government; to render such other services as may be advisable; and to promote greater citizen awareness, understanding and participation of and in county and local government.
ARTICLE II. GENERAL PROVISIONS CONCERNING MEMBERS
Section 1 - Classes of Members. There are three (3) classes of members with qualifications and rights as follows:
(a) Individual Members: All members of the county board of commissioners which is a member of this association qualify as individual members by complying with these bylaws. A county commissioner who ceases to be a county commissioner shall thereupon cease to be an individual member.
(b) County Members: Any county of the State of Michigan may become a county member by paying the dues herein set forth and complying with these bylaws.
(c) Affiliate Members: Associations or corporations organized for the purpose of fostering and promoting the improvement of local government and its administration in this state may be admitted by the board of directors (hereafter “Board”). The membership dues of affiliate members shall be determined as hereinafter provided.
Section 2 - Voting Power. Only individual commissioners from member counties have the right to vote and hold MAC office. Proxy voting is not permitted.
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ARTICLE III. GENERAL MEMBERSHIP MEETINGS
Section 1 - Annual Meeting. The annual meeting shall be at a time and place designated by the Board. At least sixty (60) days prior notice shall be given by U.S. mail from the executive director to the members.
Section 2 - Special Meetings. Special meetings may be called at any time by the Board or by a petition signed by the Chairs of twenty-five (25) percent of the member counties. Such meeting shall be held at such time and place as shall be designated by the Board.
The executive director shall give at least ten (10) days notice by U.S. mail to each member. No business shall be conducted at a special meeting except as specified in such notice.
Section 3 - Place of Meetings. Meetings shall be held in the State of Michigan. Caucuses may be called in conjunction with the NACo Conferences.
Section 4 - Quorum. A majority of the individual members duly registered and present for a meeting shall constitute a quorum for lawful purposes, including the election of directors.
Section 5 - Platform. A member wishing to submit an amendment to the MAC Platform shall submit the amendment to the MAC President at least five (5) days prior to the opening day of the MAC Annual Conference. Such amendment will require a majority vote at the annual meeting to be adopted.
An amendment to the MAC Platform may be presented from the floor during the annual meeting. Such amendment will require a 2/3 majority vote to be adopted.
ARTICLE IV. MAC BOARD OF DIRECTORS
Section 1 - Number. The powers, business and property of MAC shall be exercised, conducted and controlled by a Board not to exceed sixteen (16) members. Directors shall be selected in number from geographical areas set forth below:
Region 1 - Two (2) directors from the counties of Alger, Baraga, Chippewa, Delta, Dickinson, Gogebic, Houghton, Iron, Keweenaw, Luce, Mackinac, Marquette, Menominee, Ontonagon, and Schoolcraft.
Region 2 - Two (2) directors from the counties of Antrim, Benzie, Charlevoix, Clare, Emmet, Grand Traverse, Isabella, Kalkaska, Lake, Leelanau, Manistee, Mason, Mecosta, Missaukee, Montcalm, Newaygo, Oceana, Osceola, and Wexford.
Region 3 - Two (2) directors from the counties of Allegan, Barry, Berrien, Branch, Calhoun, Cass, Eaton, Ionia, Kalamazoo, Kent, Muskegon, Ottawa, St. Joseph and Van Buren.
Region 4 - Two (2) directors from the counties of Clinton, Genesee, Hillsdale, Huron, Ingham, Jackson, Lapeer, Lenawee, Livingston, Sanilac, Shiawassee, St. Clair and Tuscola.
Region 5 - Three (3) directors from the counties of Macomb, Monroe, Oakland, Washtenaw, and Wayne; one (1) of the directors from Region 5 shall be a qualified, elected and serving member of the Wayne County Board of Commissioners elected by that body.
Region 6 – Two (2) directors from the counties of Alcona, Alpena, Arenac, Bay, Cheboygan, Crawford, Gladwin, Gratiot, Iosco, Midland, Montmorency, Ogemaw, Oscoda, Otsego, Presque Isle, Roscommon, and Saginaw.
At-Large, Three (3), directors from the state at-large shall be chosen from the corporation’s membership.
Section 2 - Election. Three (3) directors shall be elected annually from the individual members. The director shall take office immediately after election and shall serve for three (3) years unless sooner removed or replaced by a qualified elected successor. No director shall serve more than two (2) full three (3) year terms.
(a) When a region shall have a director to be elected, the regional members shall caucus for the election. Election shall be based upon one vote for each county which has at least one individual member duly registered and present at the caucus.
(b) (1) When a director-at-large is to be elected, a candidate shall be nominated at a caucus of the member counties; each region may nominate as many candidates as there are directors-at-large to be elected. The candidate which wins a simple majority of caucus elections shall be determined the winner. Directors-at-large shall be based upon one vote for each individual member duly registered and present at the business meeting. A floor vote shall take place if an individual member candidate fails to win a majority at the caucus elections. The director-at-large which wins a simple majority of caucus elections shall be determined the winner.
(c) Whenever a National Association of Counties’ director is to be elected, election shall be at the annual caucus during the National Association of Counties annual meeting. The individual elected must be both a member of NACo and MAC.
The two (2) members who serve on the board of directors for the National Association of Counties shall be chosen as follows:
One (1) member shall be elected from the MAC Board of Directors by the MAC Board of Directors.
One (1) member shall be elected by and from the general membership and shall serve as an ex-officio member of the Board without the right to vote. Nomination and election shall be based upon one vote for each individual member of the corporation duly registered and present at the caucus. Ex-officio members shall not be counted when determining a Board quorum.
(d) Regional caucuses shall be scheduled during the annual meeting to take place on the second day of that meeting.
All caucus elections and nominations shall be reported to the MAC President immediately following the conclusion of the caucus meeting. The results of the election to the MAC Directors shall be posted at the MAC registration area immediately following the caucus meetings.
Section 3 - Organizational Meeting of Directors. The Board shall meet immediately after the election of directors at the annual meeting (without notice) to conduct business and to elect and confirm: a president; one or more vice presidents; an executive director who shall be the secretary and treasurer of the corporation.
Section 4 - Regular Meetings. Regular meetings shall be at such time and place as the Board shall, from time to time, determine.
Section 5 - Special Meetings. Special meetings may be called by the president, or a majority of the Board with written notice which includes the agenda items.
Section 6 - Place of Meetings. Meetings may be held within the State of Michigan or in conjunction with NACo Annual or Legislative Conferences.
Section 7 - Quorum. A majority of the Board shall constitute a quorum.
Section 8 - Waiver of Notice. Notice of time, place, and purpose of any meeting of the board of directors may be waived in writing before and after such a meeting has been held.
Section 9 - Vacancies. When a vacancy on the Board shall occur, a caucus from the region or regions affected shall take place at the next scheduled MAC Annual or Legislative Conference. The purpose of the caucus is to elect a qualified replacement to the Board. The elected replacement shall hold office for the unexpired term; the elected replacement shall be limited to serving only one full term in addition to the partial term. No Board member will be allowed to serve more than two (2) full three (3) year terms under any circumstances; serving the balance of an unexpired term shall count as a full three (3) year term for purposes of this restriction
(a) Any director who ceases to be an individual member shall thereupon cease to be a member of the Board.
ARTICLE V. POWERS AND DUTIES OF DIRECTORS
The directors are authorized and obligated to:
(a) conduct, manage, and control the affairs and business of MAC and shall possess all the powers granted by the laws of the State of Michigan.
(b) have the custody and control of the funds of MAC and to designate the executive director or other person or persons to sign orders upon said funds.
ARTICLE VI. OFFICERS
Section 1 - Designation. The officers shall be: a president, one or more vice presidents (with automatic succession); and an executive director, who shall be the secretary-treasurer of the corporation. The officers must be members of the board of directors, provided the executive director need not be a director or a member of MAC. The incoming President’s term of office shall begin at the conclusion of the annual meeting.
Section 2 - Election and Term of Office. An officer shall be elected by the Board at the annual meeting and shall hold office for one year, unless sooner removed, or until a successor is elected. When a vacancy shall occur, the Board shall elect a qualified replacement at its next regular meeting or special meeting called for that purpose; the successor shall hold office for the unexpired term of said office unless sooner removed.
Section 3 - Other officers. The Board may appoint and enter into contracts of employment with the executive director and other agents and employees, including counsel. Compensation shall be set by the Board. Such officers shall have such powers as the Board may lawfully delegate.
Section 4 - President. The president shall preside at all meetings of the members of the corporation, and at all meetings of the Board. The president may call special meetings of the corporation of the Board. The President shall execute documents requiring the signature of the chief officer and appoint all committee members. The president shall perform and discharge such other duties and shall have such powers as the Board may, from time to time, prescribe.
Section 5 - Executive Director. The executive director shall manage the affairs of the corporation under the general control of the Board. The executive director shall hire, supervise and terminate employees to assist in accomplishing the work of MAC. The executive director shall prepare an annual budget for the estimated receipts and expenditures of MAC and shall submit same to the Board for approval. The executive director shall cause to be taken accurate minutes of all meetings of MAC, the Board and the executive committee. The executive director shall: conduct the correspondence of the corporation and mail notices required by the bylaws; collect and receive all monies due to MAC and keep an accurate account thereof; exercise the usual functions of the secretary and treasurer; and perform such other duties as the Board prescribes.
ARTICLE VII. COMMITTEES
Section 1 - Appointment. The president shall appoint standing committees and special committees along with chairpersons and vice chairpersons.
This includes responsibility for: internal membership, full membership, and membership to such special committees as the Board deems necessary for the conduct of the work of MAC. Such committees act in an advisory capacity to the Board and to MAC. In addition, the president, upon approval of the Board, may appoint subcommittees and ad hoc committees with service determined by the board of directors.
Section 2 - Term. All appointments shall be at the pleasure of the president and shall terminate at the next annual meeting of the members of the corporation.
Section 3 - Ex-officio Members. The president and the executive director shall be ex-officio members of all committees without the right to vote.
ARTICLE VIII. DUES
Section 1. As of July 1, 1985, members shall pay dues as follows:
Dues shall be based upon two components; a Per Capita Wealth component and State Equalized Value (SEV) assessment component which are added together to derive the total amount assessed each county.
The Per Capita Wealth component shall be based on the following formula:
County SEV divided by County Population equals a per capita dollar amount. This per capita dollar amount divided by the total per capita dollar amount for the State equals a percentage of the total State held by each county. The percentage figure is multiplied by 30 percent of the total dues income for MAC to derive the assessment for each county.
The SEV component is assessed based on the following schedule and assessed progressively for each one millionth dollar. Each county shall be assessed the same amount for SEV dollars falling in a given category.
More Than But less than or equal to $/Million SEV
0 100,000,000 $0.00
100,000,000 350,000,000 7.50
350,000,000 700,000,000 5.00
700,000,000 1,400,000,000 3.50
1,400,000,000 2,750,000,000 2.50
2,750,000,000 4,500,000,000 1.50
4,500,000,000 9,000,000,000 1.10
9,000,000,000 .90
Section 2. Each affiliate member shall pay dues in the amount determined by the Board but not less than $200.00 per year. Dues shall be payable in advance on or before the first day of April of each year.
Section 3. Notwithstanding anything to the contrary found in this section, for a county to participate as a voting member at the annual membership meeting individual membership dues must be paid on or before June 30 of the year in which such meeting is held. The Board may, by resolution, waive this requirement.
ARTICLE IX. SEMI-ANNUAL REGIONAL MEETINGS
Semi-annual meetings are encouraged to be held in the six (6) regional districts, as set forth in Article IV, for the purpose of administration and to promote cooperation among the counties.
ARTICLE X. EDUCATION PROJECTS AND PROGRAMS
MAC shall formulate, sponsor and carry out, alone or in cooperation with others, such educational projects and programs as are authorized by the Board. The Board shall vigorously promote such education projects and programs to the extent that resources and overall welfare of the corporation permit; the Board shall have authority to solicit, accept, and use gifts and grants in connection with the educational projects and programs.
ARTICLE XI. RULES OF PROCEDURE
The latest revised edition of Robert’s Rules of Order shall govern the conduct of all meetings except as provided in these bylaws.
ARTICLE XII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July.
ARTICLE XIII. ADMINISTRATIVE RULES
The Board may, by resolution, pass such rules and administrative regulations as are necessary to carry out the intent of these bylaws.
ARTICLE XIV. AMENDMENTS
These bylaws may be amended at any annual meeting or special meeting by a majority vote of the individual members qualified to vote who are present and vote; provided an amendment may be submitted only by one of the following:
(1) recommendation of the Board approved by a majority of the entire Board;
(2) request of the governing body of ten (10) county members, made in writing to the executive director before June 1st of any year;
(3) petition signed by five (5) individual members in good standing from each of ten (10) county members, filed with the executive director before June 1st of any year.
The executive director shall mail notice to members authorized to vote according, at least ten (10) days prior to the next annual meeting or special meeting; provided, the failure to give such notice shall not invalidate action taken at the next annual meeting on a request or petition filed under Article XV (2) or (3) but not acted upon.
ARTICLE XV. INDEMNIFICATION
MAC may indemnify officers, directors, employees, agents and fiduciaries to the fullest extent authorized or permitted under law where such person, and his/her heirs, executors, administrators and legal representatives, is made or threatened to be made a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer, employee or agent. MAC serves or served any other enterprise at the request of MAC. Without limiting the generality of the foregoing, the following provisions shall apply:
Section 1 - Third Party Actions. MAC may indemnify (with respect to directors) and may indemnify (with respect to officers, employees, agents and fiduciaries) any person 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 (other than an action by or in the right of MAC) by reason of the fact that the person is or was serving at the request of MAC as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if he/she acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of MAC and with respect to any criminal action or proceedings, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of MAC and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
Section 2 - Actions in the Right of MAC. MAC may indemnify officers, directors, employees, agents and fiduciaries or any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of MAC to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee, agent or fiduciary of MAC, or is or was serving at the request of MAC as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of MAC except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to MAC unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 3 - Mandatory and Permissive Payments. To the extent that a director, officer, employee, agent or fiduciary of MAC has been unsuccessful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by MAC only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is properly in the circumstances because the person has met the applicable standard of conduct set forth in Sections 1 and 2. The determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board consisting of directors who were not parties to the action, suit, or proceeding;
(b) If the quorum described in Section 3 (a) is not obtainable, then a majority vote of a committee of directors who are not parties to the action, which committee shall consist of not less than two (2) disinterested directors;
(c) By independent legal counsel selected by MAC and satisfactory to any indemnitee, in a written opinion;
(d) In any other manner permitted by applicable law.
Section 4 - Expense Advances. Expenses incurred in defending a civil or criminal action, suit of proceeding described in Sections 1 and 2 may be paid by MAC in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 3 upon receipt of an undertaking by or on behalf of the director, officer, employee, agent or fiduciary to repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by MAC.
Section 5 - Validity of Provisions. A provision made to indemnify directors or officers of any action, suit or proceeding referred to in Sections 1 and 2 whether in: these bylaws, or in a resolution of directors; an agreement or otherwise, shall be invalid only insofar as it is in conflict with Sections 1 to 5. Nothing contained in Sections 1 to 5 shall affect any rights or indemnification to which persons other than directors and officers may be entitled by contract or otherwise by law. The indemnification provided in this Article XVI shall be deemed to be a contractual obligation which may only be terminated or reduced in scope prospectively and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 6 - Insurance. MAC may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent or fiduciary of MAC or is or was serving at the request of MAC as a director, officer, employee, agent or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of his/her status as such, whether or not MAC would have power to indemnify the person against such liability under Sections 1 to 5.
Section 7 - Constituents. For the purpose of this Article, references to MAC include all constituents and a person who is or was a director, officer, employee, agent or fiduciary of such constituent, or is or was serving at the request of such constituent as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he/she would if the person had served the resulting or surviving corporation in the same capacity. In addition, by a separate indemnity agreement, the provision of this Article shall apply to any wholly owned subsidiary of MAC. “Constituents” includes Michigan Association of Counties Service Corporation, Michigan Association of Counties Workers’ Compensation Fund and Michigan Association of Counties Unemployment Insurance Fund and all related entities.