Article I
Name
The name of the corporation shall be: Michigan Municipal Executives (MME), sometimes herein referred to in these By-Laws as the Corporation or MME.
Article II
Purposes
The purpose for which this Corporation is formed is to increase the proficiency of managers and administrators of city, county, village, township and other local governmental units, including councils of governments, in the State of Michigan; to strengthen the quality of local government through professional management; to encourage and support the council-manager plan form of local government; to maintain the high ethical standards of the profession of local government management; and to provide opportunities to enhance the professional development of its members.
Article III
| Note: At the 2004 Annual Business Meeting, this article was amended effective for 2005 membership year. |
Click here to view the amended Article III |
| Note: Amendments to Article III approved in January 2018. | Click here to view the amended Article III |
| Note: Amendments to Articles III & VII approved in January 2020. | Click here to view the amended Articles III & VII. |
This corporation has been organized on a non-stock basis with members as permitted under the Michigan Non-Profit Corporation Act. The members of the Corporation shall be as follows:
Voting/Professional Members
Persons meeting the following qualifications and who have paid the requisite annual dues shall be voting members of the Corporation, entitled to vote on all matters on which members of this Corporation are entitled to vote under these By-Laws or under the Michigan Non-Profit Corporation Act:
A manager, chief administrator or an assistant to a manager or chief administrator of a city, village, township, county, council of government (COG), or a full member in the International City/County Management Association (herein referred to as ICMA). Managers in Transition who are members in good standing, currently between jobs, and are actively seeking a manager position, shall retain membership and receive complimentary annual dues and registration for the Winter Institute and Summer Workshop.
Non-Voting Members
Persons meeting the following qualifications and who have paid the requisite annual dues (if any) shall be non-voting members of the Corporation entitled to attend all meetings of the members of the Corporation.
(a) Consultant Member: Those members of consulting firms specializing in local government.
(b) Affiliate Member: Local government professionals with division or department head responsibilities or affiliate members of ICMA.
(c) Retired Member: Voting/professional members who are no longer employed on a full-time basis and are not otherwise eligible for membership.
(d) Emerging Leader: Enrolled college student and/or current municipal intern, unless eligible for another membership category. Complimentary registration for the Winter Institute and Summer Workshop.
Membership Eligibility
Interpretation of the eligibility requirements in any membership category shall be made by the Board of Directors which shall establish a procedure for admission to membership. Persons who become members of the Corporation are to become such for purposes of advancing the profession and not for purposes of personal gain from marketing products or services to other members of the Corporation.
Article IV
| Note: Amendments to Articles IV, V & VI approved in September 2022. | Click here to view the amended Articles IV, V, & VI |
Termination of Membership
Professional Conduct
The professional conduct of all members shall be governed by the ICMA Code of Ethics. A violation of this Code shall be considered reason for appropriate disciplinary action, up to and including expulsion. Credible evidence of any alleged violations of the Code must be presented to the Board of Directors before it can take action of a disciplinary nature.
By Board Action
The Board of Directors, by two-thirds vote of its then serving members, may suspend or revoke the membership of any member of the Corporation whose personal or professional conduct is deemed by the Board of Directors to be detrimental to the best interest of the Corporation. No member of the corporation shall have his or her membership suspended or revoked without due notice and a reasonable opportunity for hearing before the Board of Directors. A member whose membership has been revoked may be restored to membership by two-thirds vote of the then serving members of the Board of Directors.
Resignation
Any member under any classification may resign membership by written notice to the secretary of the Corporation of the desire to so resign.
Failure to Pay Dues
Any member whose dues are in arrears on January 15 shall be suspended from membership and notified in writing of their suspension. Upon payment of the arrearage, the person shall be restored to the membership category held prior to suspension.
Article V
| Note: Amendments to Articles V, VII & IX approved in December 2007. | Click here to view amended Articles V, VII & IX |
| Note: Amendments to Articles V, VII & XIII approved in January 2017. | Click here to view the amended Article V, VII & XIII |
| Note: Amendments to Articles IV, V & VI approved in September 2022. | Click here to view the amended Articles IV, V, & VI |
Membership Meetings
Winter Institute
The Corporation shall annually conduct a winter training session, known as the Winter Institute, designed to enhance the professional knowledge and personal development of its members and to generally provide a forum for the exchange of information, ideas and experiences. The time and place for the Winter Institute shall be set by the Board of Directors.
Time and Place of Annual Membership Meeting
The annual meeting of the members of the Corporation shall be held at such time and place as shall be designated by the Board of Directors. If the Board of Directors fails to so designate a time and place for the Annual Membership Meeting, such meeting shall be held in conjunction with the Winter Institute at the time and place set by the Board of Directors.
Notice
Written notice or direct electronic notice of the annual meeting shall be sent to each member by the Secretary at least 30 days in advance of such meeting.
Special Meetings
Special meetings may be called by the President and each member shall be notified by mail or direct electronic notification of the time and place of the meeting by the Secretary at least 10 days in advance of such meeting.
Elections Before Annual Meetings
The Corporation shall elect the officers and Directors as enumerated in Article VII, except that a President shall not be elected unless a vacancy exists at that time in the office of President-Elect. A President-Elect shall be elected annually for a two-year term, and during the final year following the election, said President-Elect shall serve as President-Elect and during the second year, said President-Elect shall automatically succeed to the office of President. A Vice-President shall be elected annually for a three-year term. During the second year following the election, said Vice-President shall serve as President-Elect and during the third year, said Vice-President shall automatically succeed to the office of President. Directors shall be selected for three-year terms, with four such Directors to be elected each year.
By December 1 of each year, the Secretary shall electronically send a secure ballot to all voting members in the form of an online survey, with a voting deadline of December 15. Any candidate receiving a majority of votes cast for such office, including Directorship, shall be declared elected. Voting by proxy shall not be allowed. Except for candidate statements provided in Article VI, no candidate materials may be distributed, posted, or displayed at any corporation event or through any corporation communication channel.
Terms of Office
Unless otherwise specified in this Article the terms of office for officers and Directors shall begin at the conclusion of the Annual Winter Institute, or February 15 if a Winter Institute is not held in a given year.
Article VI
| Note: Amendments to Articles IV, V & VI approved in September 2022. | Click here to view the amended Articles IV, V, & VI |
Nominations of Officers and Directors
Nominating Committee
Nominations for officers and directors shall be made by a nominating committee consisting of at least seven members. Two of the members shall be the immediate past President and the President-Elect. The remaining members shall be appointed by the President, from the voting members of the Association with consideration being given to the geographic diversity of the members so appointed. Except for the immediate past President and the President-Elect, incumbent directors may not also serve on the nominating committee. The immediate past President shall serve as chairperson of the nominating committee.
Call for Nominations
Direct electronic notice shall be sent to each voting member, by the Secretary by September 15 of each year, that nominations for officer and Director will be accepted until October 15. Such notice shall also identify the members of the Nominating Committee and their contact information.
Slate of Candidates
The Nominating Committee shall develop a slate of candidates for the officers and directors to consist of two (2) candidates for every vacancy (if enough nominations are received).
When considering the selection of a slate of proposed officers and directors the Nominating Committee should place the candidate’s prior service and dedication to the association above all other considerations. After establishing this as a primary concern, the Nominating Committee should ensure that the diverse opinions and concerns of the organization are well represented. Several additional factors should be considered when making nominations. Included among these considerations should be representation of all geographic areas, type of local government unit, and the size of communities represented. In addition, consideration should be given to women, minorities, and assistants.
The Nominating Committee shall solicit brief statements from each candidate to be included in election materials. The Nominating Committee’s written report regarding nominations for all officers and directors to be elected and the candidate statements shall be sent electronically to each voting member with the ballot by December 1 of each year.
Article VII
| Note: Amendments to Articles V, VII & IX approved in December 2007. | Click here to view amended Articles V, VII & IX |
| Note: Amendments to Articles V, VII & XIII approved in January 2017. | Click here to view the amended Article V, VII & XIII |
| Note: Amendments to Articles III & VII approved in January 2020. | Click here to view the amended Articles III & VII. |
| Note: Amendment to Articles VII approved in April 2021. | Click here to view the amended Article VII. |
Officers and Board of Directors
Officers
The officers of this Corporation shall be: a President, a President-Elect, Vice-President, a Secretary, a Treasurer, and such other officers; including an Executive Director, as may be authorized from time to time by the Board of Directors. One person may serve both as Secretary and as Treasurer. All officers, except the Secretary, the Treasurer, and the Executive Director (if any), shall be a Voting Member of this Corporation. The term of office for each officer shall be one year, or until his of her successor is duly elected and has qualified. The status of an officer (except the Secretary, the Treasurer, and the Executive Director) or a Director, shall terminate 60 days after such officer or Director ceases to be a Voting Member of this Corporation. Upon a vacancy in the office of President, that office shall be filled by the President-Elect, if there is one, and if not, by election of a new President by the Board of Directors. Vacancies in any other offices or on the Board of Directors shall be filled as soon as practicable by a majority vote of the then serving members of the Board of Directors.
Board of Directors
The Board of Directors shall consist of the officers, the past President in active service in Michigan most recently retired from the Office of President (herein referred to as the “immediate past president”), and twelve Directors. All Directors shall be voting members of the Corporation, except the Secretary, the Treasurer, and the Executive Director (if any). The Secretary, the Treasurer, and the Executive Director (if any) shall serve on the Board of Directors without vote. Furthermore, the ICMA Midwest Vice President who is designated by ICMA to be a liaison to MME and the ICMA State Liaison Officer shall serve as Ex-Officio members of the Board of Directors without vote.
Board Meetings
Regular Meetings of the Board of Directors shall be held at such time and place, in or out of the State of Michigan, as determined by the Board of Directors. Special Meetings of the Board of Directors may be called by the President or any three Directors. All Meetings shall be held at the Corporate Office unless otherwise directed by the Board of Directors.
Notice of Meeting. Notice of the time, place and purpose of each meeting shall be signed by the President or Secretary and served on each Board Member not less than 10 days before the meeting. Statement of purpose is not required for Regular Meetings.
(a) Notice of Meeting. Notice of the time, place and purpose of each meeting shall be signed by the President or Secretary and served on each Board Member not less than 10 days before the meeting. Statement of purpose is not required for Regular Meetings.
(b) Service of Notice. Notice of a meeting shall be served by either:
(1) Personal service.
(2) First class mail, postage full prepaid.
(3) Electronic means, such as email.
(c) Waiver of Notice. Notice of Meeting may be waived in writing, including electronic means, or in person, before or after the meeting.
(d) Attendance at a meeting shall constitute waiver of notice.
Quorum
A quorum of eight voting Directors shall be required for the Board of Directors to conduct business.
Electronic Participation
A director shall be deemed to be present in person at the meeting of the Board of Directors, or the executive committee, if such Director participates in the meeting by a conference telephone or by other similar communications equipment through which all persons participating in the meeting may communicate with each other and all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants.
Executive Committee
The Executive Committee shall consist of the officers of the Corporation and the immediate past president. The Executive Committee may act for and on behalf of the Board of Directors on matters requiring action by the Board of Directors when such action must be taken prior to the next scheduled Board of Directors meeting and it is not possible for a special meeting of the Board of Directors to be called before such action must be taken. Actions taken by the Executive Committee must be submitted for ratification to the full Board of Directors at its next meeting for review.
Appointment of Committees
The Board may designate one (1) or more other committees, each committee to consist of one (1) or more of the directors of the Corporation, and may include one or more members of the Corporation. The Board may designate one (1) or more directors as alternate members of a committee, who may replace an absent or disqualified member at the meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such an absent or disqualified member. A committee, and each member thereof, shall serve at the pleasure of the Board.
Powers of Committees
A committee to the extent provided in the resolution of the Board, may exercise all powers and authority of the Board in management of the business and affairs of the Corporation. However, such a committee does not have power or authority to do any of the following:
(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 Corporation’s property and assets.
(d) Recommend to members a dissolution of the Corporation or a revocation of a dissolution.
(e) Amend the By-Laws of the Corporation.
(f) Fill vacancies in the Board of Directors.
(g) Fix the compensation of the directors for serving on the Board or a committee.
(h) Cancel or terminate a member’s membership.
Ethics Committee
The Ethics Committee shall consist of members of the corporation in good standing, totaling no less than nine (9) appointed by the President and confirmed by the Board. Ethics Committee members may not be Directors or hold any other office in the Corporation.
Ethics Committee members shall serve terms of three (3) years. The first appointed Ethics Committee members under the section shall serve staggered terms with one (1) member serving a one (1) year term, two (2) members serving two (2) year terms and two (2) members serving three (3) year terms.
The Ethics Committee shall serve as a state review agency for ICMA to address charges against members of MME regarding breach of the ICMA Code of Ethics. The Ethics Committee shall also work to increase the knowledge of members of ethical principles and standards of behavior and acceptable conduct under the ICMA Code of Ethics.
The Ethics Committee must observe and follow the corporation Constitution and Mission Statement and Michigan Municipal Executives rules of procedure for enforcement of the ICMA Code of Ethics, as amended from time to time.
An Ethics Committee member must abstain from any involvement in the Ethics Committee whenever and ethical charges filed or pending against that member with the Ethics Committee. Any sanction or censure center by the Board or ICMA of a member for an ethical violation is disqualification for serving as an Ethics Committee member.
Article VIII
Advisory Member Committees
The President shall appoint members of the standing committees and such additional committees as shall be deemed advisable from time to time by the Board of Directors.
Each such committee shall consist of one or more members of the Corporation and shall have such duties and responsibilities as shall be designated by the President and/or Board of Directors. Each such committee shall serve only in an advisory capacity to the Board of Directors, and a committee, and each member thereof, shall serve at the pleasure of the President. The President shall also seek opportunities and respond to requests from the ICMA for nominations to serve on national committees of the ICMA.
Article IX
| Note: Amendment to Article IX approved in September 2014. | Click here to view the amended Article IX |
| Note: Amendments to Articles V, VII & IX approved in December 2007. | Click here to view amended Articles V, VII & IX |
Duties of Officers
The President
The President shall be the Chief Executive Officer of the Corporation, and shall have general and active management of the activities of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all authorized conveyances, contracts or other obligations in the name of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall preside at all meetings of the Board of Directors. In the President’s absence, the President-Elect shall preside at such meetings, and in the absence of a President-Elect, the meeting shall be presided over by another officer designated by the Board of Directors. If the President’s status changes to Manager in Transition during his/her term, and remains in good standing, the President shall continue serving as chief executive officer of the corporation.
President-Elect
In the absence or disability of the President, the President-Elect shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors may prescribe.
Vice President
In the absence or disability of the President or President-Elect, the Vice-President shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors may prescribe.
The Secretary
The Secretary shall attend all meetings of the Board of Directors and record all votes and minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members of the Board of Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Board of Directors or by the President under whose supervision the Secretary shall act. The Secretary shall execute with the President all authorized conveyances, contracts or other obligations in the name of the Corporation, except as otherwise directed by the Directors.
The Treasurer
The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, or whenever they may require it, an account of the transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall give bond in such amount and form as may be determined by the Board of Directors with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation (in the case of death, resignation, or removal from office) of all books, papers, vouchers, money or other property of whatever kind, in his/her possession, or under his/her control, belonging to the Corporation.
The Executive Director
The Board of Directors may appoint a person to the office of Executive-Director. Unless the Board of Directors provides otherwise, the Executive Director shall serve as the Secretary and Treasurer of the Corporation. The Board of Directors may assign other duties to the Executive Director at the time of such appointment. The Executive Director need not be a member of the Corporation.
Article X
Indemnification of Directors and Officers
Actions other than Actions by or in the Right of the Corporation
The Corporation shall indemnify 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 the Corporation) by reason of the fact that he is or was a director, officer, agent, or a volunteer worker of the Corporation, or is or was serving at the request of the Corporation, as director, officer, volunteer worker or agent 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 him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceedings, by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which is reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
Actions by or in the Right of the Corporation
The Corporation shall indemnify 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 the Corporationto procure a judgment in its favor by reason of the fact that he is or was director, officer, volunteer worker or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, volunteer worker or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation 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.
Indemnification Against Expenses
(a) To the extent that a director, officer, volunteer worker or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (a) or (b) of this Article X, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
(b) Any indemnification under Sections (a) or (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, volunteer worker or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections (a) and (b). Such determination shall be made in either of the following ways:
(1) By the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding.
(2) If such quorum is not obtainable, or, even is obtainable, as a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Expense Advances
Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 1 or 2 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Subsection (b) of Section 3 upon receipt of an undertaking by or on behalf of the director, officer, volunteer worker or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation.
Other Agreements: Duration
Nothing contained in Sections 1 to 4 shall affect any rights to indemnification to which persons other than Directors and officers may be entitled by contract or otherwise by law. The indemnification provided in Sections 1 to 4 continues as to a person who has ceased to be a director, officer, volunteer worker or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Article XI
Fiscal Year
The fiscal year of the Corporation shall be the calendar year commencing on January 1 and ending on December 31 of each year.
Article XII
Dues
The annual dues of Voting Members, and all other categories of membership shall be determined from time to time by the Board of Directors, and shall be due at the beginning of each fiscal year of the Corporation.
Article XIII
| Note: Amendments to Articles V, VII & XIII approved in January 2017. | Click here to view the amended Article V, VII & XIII |
Amendments to By-Laws
The Board of Directors, or ten or more members of the Corporation by petition to the Board of Directors, may initiate an amendment to these By-Laws. The amendment shall become effective upon ratification by a majority of the members of the Corporation present at the annual meeting or special meeting at which the issue of ratification of such amendment is presented at such meeting. The proposed amendment shall be mailed to all members of the Corporation with the notice of the Secretary of such meeting. Alternatively, the proposed amendment may be adopted by a majority of the members of the Corporation responding favorably to a ballot mailed to all voting members 30 days in advance of a specified tabulation date.
Alternatively, the proposed amendment may be adopted by a majority of the members of the Corporation responding favorably to a ballot sent electronically to all voting members in the form of an online survey vote.
The Board of Directors will specify to the members of the Corporation which voting process will take place for the proposed amendment. Upon adoption of any amendment, a copy of the revised By-Laws shall be mailed electronically or by USPS mail, to all members of the Corporation.
Revised January 2017.