Michigan Accountancy Foundation Bylaws

(A Michigan Nonprofit Corporation)

ARTICLE I
OFFICES
Section 1.1. Principal Office. The principal office and registered office of Michigan Accountancy Foundation (the "Foundation") shall be located at 5480 Corporate Drive, Suite 200, Troy, Michigan 48098, or such other place as the Board of Trustees shall from time to time determine.

Section 1.2. Other Offices. The Foundation may have offices at such other places as the Board of Trustees may from time to time determine.

ARTICLE II
PURPOSE
Section 2.1. General. The purposes of the Foundation are as set forth in Article II of the Articles of Incorporation of the Foundation, as restated, and consistent with the Foundation’s Mission.

ARTICLE III
BOARD OF TRUSTEES
Section 3.1. Functions. Except as specifically provided in the Foundation's Articles of Incorporation or these Bylaws, all rights, powers, duties and responsibilities relative to the management and control of the Foundation's business, property, activities and affairs are vested in the Board of Trustees. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Trustees may take any lawful action on behalf of the Foundation which is consistent with the Mission of the Foundation as restated by the Board from time to time and which is not by law or by the Articles of Incorporation or by these Bylaws required to be taken by some other party.

Section 3.2. Number and Term. The number of Trustees who shall constitute the Board of Trustees shall be determined by the Board of Trustees, from time to time, but shall consist of no less than 15, or more than 31 members.  Said Trustees shall be elected by the Board of Trustees of the Foundation at the annual meeting and shall hold office for a term of three (3) years, or until a successor is elected.

Section 3.3. Honorary Trustees. From time to time the Board of Trustees may wish to elect an Honorary Trustee (“Honorary Trustee”) Honorary Trustees are elected by the Board of Trustees at any meeting of the Board of Trustees, by a simple majority. Honorary Trustees are chosen from former and present Trustees and have no terms, but serve at the pleasure of the Board of Trustees. Honorary Trustees have no vote, but may attend meetings, participate in discussions, and assist with projects. Honorary Trustees are not for any purposes Trustees of the Foundation.

Section 3.4. Volunteer Trustees. All Trustees shall be considered "Volunteer Directors" as that term is defined and used in the Section 110(2) of the Michigan Nonprofit Corporation Act, MCLA §450.2110(2) (as the statute may be amended from time to time) and such persons shall be entitled to the maximum protection and indemnification allowed to a "Volunteer Director" by law.

Section 3.5. Meetings.

(a) Regular Meeting. The President of the Foundation shall set the time for regular meetings of the Board of Trustees. The Board of Trustees shall meet at least one (1) time per year.

(b) Annual Meeting. The date of the annual meeting of the Board of Trustees of the Foundation shall be set by the President and will generally be held during the first meeting following the fiscal year end. The business to be transacted at the meeting shall be the election of the Officers and such other business as is properly brought before the meeting. If the election of the positions specified in Article V is not held on the day designated by the President for any annual meeting, or at any adjournment of that meeting, the President shall call a special meeting on a date and time as soon as possible thereafter. At the special meeting, the election of the positions specified above shall take place. The election and any other business transacted shall have the same force and effect as if transacted at an annual meeting.

(c) Special Meeting. Special meetings of the Board of Trustees may be called by the President or by action of the Board of Trustees. A special meeting shall be held at such time and to consider such matters as shall be designated in the notice of such meeting sent to all Trustees pursuant to Section 3.6.

(d) Participation in Meeting by Telephone or Electronic Means. A Trustee may participate in a meeting by means of conference telephone, video conference or similar communications equipment by means of which all persons participating in the meeting can instantaneously communicate with each other. Participation in a meeting  pursuant to this Section 3.5(d) constitutes presence at the meeting.

Section 3.6. Notice of Meetings. Written notice shall be given to the Trustees at least ten (10) but not more than sixty (60) days prior to the annual meeting or any regular meeting of the Board of Trustees. Special meetings of the Board of Trustees shall be held pursuant to notice of the time, place and purpose thereof either delivered personally or sent by telephone, facsimile, electronic mail or mail to each Trustee not less than seventy-two (72) hours prior to the meeting. 

Section 3.7. Resignation. A Trustee may resign by giving written notice to the Secretary of the Foundation. Unless otherwise specified in the resignation, the resignation shall take effect upon receipt by the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.

Section 3.8. Removal. Any Trustee may be removed at any time, with or without cause, by a two-thirds vote of the entire Board of Trustees.

Section 3.9. Vacancies. Any vacancy on the Board of Trustees shall be filled by action of the Board of Trustees, and such new Trustee shall serve for the unexpired term of the replaced Trustee, unless the Board of Trustees shall otherwise direct.

Section 3.10. Quorum. The presence of a majority of the total number of duly elected Trustees then in office or the members of a committee thereof, as the case may be, shall constitute a quorum for the transaction of business by the Board or the committee.

Section 3.11. Voting. The vote of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Each Trustee present shall have one vote.

Section 3.12. Compensation of Trustees. The Trustees, as such, shall not be compensated for the performance of services for the Foundation but may, by action of the Board of Trustees, be reimbursed for actual, reasonable, and necessary expenses incurred in his or her capacity as a Trustee.

Section 3.13. Adjourned Meetings. A majority of the Trustees present, whether or not a quorum, may adjourn any meeting to another time and place.

Section 3.14. Action By Written Consent. Any action required or permitted to be taken pursuant to authorized vote at any meeting of the Board of Trustees may be taken without a meeting if, before or after the action, all members of the Board of Trustees consent thereto in writing. Written consent shall be filed with the minutes of the proceedings of the Board. Such consent shall have the same effect as the vote of the Board for all purposes.

Section 3.15. Audit. An annual financial audit report of the Foundation shall be distributed to the Board of Trustees no later than the Foundation’s annual meeting. 

ARTICLE IV
MEMBERSHIP
Section 4.1. General. The Foundation may have Members as determined by the Board of Trustees.

ARTICLE V
OFFICERS
Section 5.1. Positions. The Officers of the Foundation shall consist of a President, a Vice President, a Secretary and a Treasurer.

Section 5.2. Eligibility. The President, Vice President and Treasurer shall be nominated by and elected by the Board of Trustees only from among the Trustees. The Secretary shall be the current President/CEO of the Michigan Association of Certified Public Accountants and shall be a voting member.

Section 5.3. Term. All Officers shall serve for a one (1) year term with no limit as to the number of terms which may be served.

Section 5.4. President. The President shall preside at all meetings of the Board of Trustees.  The President shall sign, with the Treasurer, in the name of the Foundation, all contracts when authorized to do so.  Except as to the members of any committee whose appointment is otherwise specified in these Bylaws, the members of all committees shall be appointed by the President subject to approval by the Board of Trustees. The President shall have such additional powers and perform such additional duties as shall from time to time be assigned by the Board of Trustees.

Section 5.5. Vice President.  The Vice President shall assist the President, and shall perform the duties of the president, including presiding at meetings of the board of trustees, in the event of the president’s unavailability or incapacity.  The Vice President shall have such additional powers and perform such additional duties as shall from time to time be assigned by the Board of Trustees.

Section 5.6. Secretary. The Secretary, or designee, shall: (i) keep the minutes of all meetings of the Board of Trustees in books provided for that purpose; (ii) have charge of such books and papers as the Board of Trustees shall direct; (iii) in general perform all of the duties incident to the office of Secretary; and (iv) have and perform such additional duties as shall from time to time be assigned by the Board of Trustees.

Section 5.7. Treasurer. The Treasurer, or designee, (i) shall sign, with the President, in the name of the Foundation, all contracts when authorized to do so; and (ii) shall have such powers and perform such duties as shall from time to time be assigned by the Board of Trustees of the Foundation.

Section 5.8. Compensation of Officers. All officers, as such, shall be "Non-director Volunteers" as the term is defined and used in the Michigan Nonprofit Corporation Act and shall not be compensated for the performance of services for the Foundation, but may, by action of the Board of Trustees, be reimbursed for actual, reasonable, and necessary expenses incurred in his or her capacity as an officer.

Section 5.9. Non-director Volunteers. Any person who is identified as being a "Non-director Volunteer" in these Bylaws or otherwise shall be a "Non-director Volunteer" as that term is defined and used in Section 108(2) of the Michigan Nonprofit Corporation Act, MCLA §450.2108(2) (as the statute may be amended from time to time) and such persons shall be entitled to the maximum protection and indemnification allowed to a "Non-director Volunteer" by law.

Section 5.10. Officer Protection. All Officers, as such, shall be entitled to the maximum protection and indemnification allowed to such persons by law.

Section 5.11. Removal. Any Officer may be removed at any time, with or without cause, by a majority vote of the entire Board of Trustees.

Section 5.12. Vacancies. Any vacancy of any Officer position may be filled by action of the Trustees, and such new Officer shall serve for the unexpired term of the replaced Officer.

ARTICLE VI
COMMITTEES
Section 6.1. Executive Committee. The Board of Trustees may establish an Executive Committee consisting of two or more Trustees of the Board. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Trustees, may exercise all powers and authority of the Board of Trustees in the management of the business and affairs of the Foundation between meetings of the Board of Trustees, except that such Executive Committee will not have power or authority to:

(a)      Amend the Articles of Incorporation;

(b)        Adopt an agreement of merger or consolidation;

                           (c)        Sell, lease or exchange all or substantially all of the Foundation’s property and assets;

(d)        Dissolve the Foundation or revoke a dissolution of the Foundation

(e)        Amend the Bylaws of the Foundation;

(f)         Fill vacancies on the Board;

(g)        Fix compensation of the Trustees for serving on the board or on a committee; or

(h)        Terminate trustees.

Section 6.2. The Board of Trustees may designate standing committees (which are authorized for an indefinite time) with such duties and powers as it may provide in order to carry out the programs and purposes of the Foundation. Additionally, the President may designate one or more ad hoc committees (which are authorized for only a limited time) with such duties and powers as he or she may provide in order to carry out the program and purposes of the Foundation.

Section 6.3. Non-director Volunteers. All individuals who in any capacity on, or perform any functions for, any standing or ad hoc committee or any subcommittee of the Foundation, as such, shall be considered "Non-director Volunteers" as the term is defined and used in the Michigan Nonprofit Corporation Act.

Section 6.4. Action By Written Consent. Any action required or permitted to be taken pursuant to authorized vote at any committee or subcommittee meeting may be taken without a meeting if, before or after the action, all members of the committee or subcommittee consent thereto in writing. Written consent shall be filed with the minutes of the proceedings of the committee or subcommittee. Such consent shall have the same effect as the vote of the committee or subcommittee for all purposes.

ARTICLE VII
INDEMNIFICATION OF OFFICERS, TRUSTEES, EMPLOYEES AND AGENTS
Section 7.1. Indemnification of Claims Brought by Third Parties. The Foundation shall indemnify a person who was or is a party to, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal other than an action by or in the right of the Foundation, by reason of the fact that the person is or was a Trustee, Officer, employee, Non-director Volunteer, or agent of the Foundation, or is or was serving at the request of the Foundation as a Trustee, Officer, partner, employee, Non-director Volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Foundation, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe that 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 the Foundation and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was not unlawful.

Section 7.2. Indemnification of Claims Brought by or in the Right of the Foundation. The Foundation shall indemnify a person who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that the person is or was a Trustee, Officer, employee, Non-director Volunteer, or agent of the Foundation, or is or was serving at the request of the Foundation as a Trustee, Officer, partner, employee, Non-director Volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise whether for profit or not against expenses including actual and reasonable attorneys' fees and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the Foundation. However, indemnification shall not be made for a claim, issue, or matter in which the person has been found liable to the Foundation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses which the court considers proper.

Section 7.3. Enforcement of Indemnification Provisions. To the extent that a Trustee, Officer, employee, Non-director Volunteer, or agent of the Foundation has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in Sections 7.1 or 7.2, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the successful party shall be indemnified against expenses including actual and reasonable attorneys' fees incurred in connection with the action, suit, or proceeding and in any action, suit, or proceeding brought to enforce the mandatory indemnifications provided in this Article VII.

Section 7.4. Approval of Indemnification. An indemnification under Sections 7.1 or 7.2, unless ordered by a court, shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the Trustee, Officer, employee, Non-director Volunteer, or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 7.1. This determination shall be made in any of the following ways:

(a) By a majority vote of a quorum of the Board consisting of Trustees who were not parties to the action, suit, or proceeding.

(b) If the quorum described in Section 7.4(a) is not obtainable, then by a majority vote of a committee of Trustees who are not parties to the action. The committee shall consist of not less than three (3) disinterested Trustees.

(c) By independent legal counsel in a written opinion.

Section 7.5. Partial Indemnification. If a person is entitled to indemnification under Sections 7.1 or 7.2, for a portion of expenses including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement but not for the total amount thereof, the Foundation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

Section 7.6. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Sections 7.1 or 7.2, may be paid by the Foundation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Trustee, Officer, employee, Non-director Volunteer, or agent to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the Foundation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 7.7. Other Rights of Indemnification. The indemnification or advancement of expenses provided in this Article VII is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, Bylaws, or a contractual agreement. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

Section 7.8. Former Agent. The indemnification provided in this Article VII continues as to a person who ceases to be a Trustee, Officer, employee, Non-director Volunteer, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. 

ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Corporate Seal. If the Foundation has a corporate seal, it shall have inscribed thereon the name of the Foundation and the words "Corporate Seal" and "Michigan". The seal may be used by causing it or a facsimile to be affixed, impressed or reproduced in any other manner.

Section 8.2. Financial Matters. All of the Foundation's financial instruments and documents including, but not limited to, checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed by the person(s) as designated by the Board of Trustees.

Section 8.3. Method of Giving Notices. Any notice required by statute or by these Bylaws to be given to the Trustees, or to any Officers of the Foundation unless otherwise provided herein or in any statute, shall be given by telephone, mailing, facsimile transmission, or electronic email to such Trustee or Officer at his or her last address, facsimile telephone number or email address, as the same appears on the records of the Foundation, and such notice shall be deemed to have been given at the time sent.

Section 8.4. Inspection of Books. A Trustee may inspect and copy the books and records of the Foundation kept by the Secretary and the Treasurer at all reasonable times and only under such procedures and conditions as may be determined from time to time by the Board of Trustees.

Section 8.5. Fiscal Year. The fiscal year of the Foundation shall be determined by the Board of Trustees.

ARTICLE IX
AMENDMENTS AND ADDITIONS
Section 9.1. Amendments. The Articles of Incorporation and Bylaws (including this Section 9.1) may be amended by the majority vote of the Board of Trustees, if notice of same is given pursuant to Article 3.6 and 8.3.

Section 9.2. Rules and Regulations. The Board of Trustees may adopt additional rules and regulations, general or specific, for the conduct of their meetings, and additional rules and regulations, general or specific, for the conduct of the affairs of the Foundation provided, however, no such additional rule or regulation shall be inconsistent with or in contravention of any provision of the Articles of Incorporation or these Bylaws.

Section 9.3. Conflict. In the event of a conflict between the Bylaws and the Rules and Regulations such conflict shall be resolved by the Board of Trustees.

 
Original Bylaws Adopted: December 26, 1961
First Amended: July 30, 2001
Second Amended March 28, 2007

Third Amended March 23, 2012