By-Laws

ARTICLE I. INCORPORATION

SECTION A. The formal name of this organization is "FAMILY LITERACY CENTER."

SECTION B. The organization is incorporated as a charitable non-profit corporation under the

Laws of the State of Michigan and pursuant to the Internal Revenue Service

Regulation 501 (c)(3).

ARTICLE II. MISSION

The mission of the Family Literacy Center is: Building skills and enriching lives through Literacy in the Lapeer County Area.

ARTICLE III. MEMBERSHIP

The membership shall be comprised of the volunteers who give their time and efforts to further the causes of the organization and the donors who contribute to the organization. Membership shall be subject to approval by the Board of Directors. A current register of members shall be maintained by the organization.

ARTICLE IV. MEMBERSHIP MEETINGS

SECTION A. ANNUAL MEETING

The annual meeting of the organization membership shall be held each calendar year during the fourth quarter, at the direction of the Board of Directors. The Directors shall be elected at such meeting.

SECTION B. SPECIAL MEETINGS

Special meetings of the membership may be called upon the direction of the President or of a majority of the Board of Directors or upon petition to the Board by twenty-five registered members.

SECTION C. QUORUM

A quorum shall consist of the number of members at any membership meeting properly

convened in accordance with these by-laws.

ARTICLE V. BOARD OF DIRECTORS

SECTION A. GENERAL

The governing Board of the organization shall be the Board of Directors, consisting of a maximum of seventeen (17) directors. The Board of Directors shall conduct the business of the organization in cooperation with the Executive Director.

SECTION B. TERMS OF DIRECTORS

The term of a director shall be two years. This provision becomes effective on the date of adoption of these by-laws and terms served prior thereto shall not be considered in relation to the foregoing restriction.

SECTION C. AUTHORITY

The Board of Directors shall exercise control over the finances of the organization including income, expenditures and investments. It shall be responsible for the formulation of programs and procedures to further the policies and purposes of the organization and for the conduct of those charged with their implementation.

SECTION D. OFFICERS

The officers of the Board shall be the President, Vice-President, Secretary and Treasurer along with such other officers as the Board may designate. Each term of office shall be two years. The officers shall be elected by the membership at the Annual meeting. Vacancies occurring in any office may be filled at any Board meeting.

SECTION E. MEETINGS

Meetings of the board of Directors shall be held monthly or at such time as designated by the President. It is expected that a minimum of eight (8) meetings per year will be held.
One-half of the Board membership shall constitute a quorum for the conduct of official business but in no event shall any number less than seven be a quorum.

SECTION F. ATTENDANCE

Directors shall attend all regular and special meeting of the Board. Absences will be excused for good cause if the Executive Director is notified prior to the meeting.
Any member who accumulates three (3) unexcused absences within a twelve month period may be dismissed from the Board and replaced by a vote of the Directors at a regular meeting.

ARTICLE VI. OFFICERS

SECTION A. PRESIDENT

The President shall preside over all meetings of the membership and the Board of Directors. The President shall appoint members and chairpersons of the standing and ad hoc committees and shall serve as an ex officio member of each committee. The President shall not vote at any meeting of the membership or the Board of Directors except in the event of a tie.

SECTION B. VICE-PRESIDENT

The Vice-President shall perform the duties of the President in the President’s absence. In the event of the incapacity or disability of the President, the Vice-President shall assume and execute the duties and responsibilities of the President until a successor is appointed and qualified pursuant to Article V. Section D, herein.

SECTION C. SECRETARY

The Secretary shall keep the minutes of all meetings of the membership and the Board of Directors and shall publish the same as directed by the President. The Secretary shall beep all official reports of the organization and conduct the official correspondence for the organization.

SECTION D. TREASURER

The Treasurer shall ensure the preparation of monthly and annual financial reports and present an annual proposed budget to the Board of Directors by December of each year. The Treasurer shall oversee the deposit and withdrawal of funds of the organization except as otherwise directed by the Board of Directors.

ARTICLE VII. EXECUTIVE DIRECTOR

SECTION A. APPOINTMENT

The Board of Directors shall appoint an Executive Director to serve at its pleasure.

SECTION B. DUTIES

The Executive Director shall work under the direction of the Board of Directors and shall exercise general administrative responsibility to conceive, implement and conduct the programs and operations established by the Board. The Executive Director shall attend all meetings of the membership and the Board of Directors, and shall serve as an ex officio member of all committees.

SECTION C. SUPERVISION

The Executive Director shall supervise both compensated and volunteer service providers of the organization and have full responsibility to select, hire, and discharge employees. The Executive Director shall report to the Board of Directors regarding the financial status of the organization, staff, physical property needs and make recommendations therefore.

ARTICLE VIII. COMMITTEES

SECTION A. STANDING COMMITTEES

Standing committees of the Association be:

Finance Committee
Personnel Committee
Program Committee
Planning Committee
Nominating Committee

SECTION B. AD HOC COMMITTEES

Ad Hoc committees may be established by the Board of Directors as it may deem appropriate.

SECTION C. COMMITTEE DUTIES

FINANCE: The Finance Committee shall be responsible for the overall direction and control of the finances of the organization subject to the approval of the Board of Directors. It shall assist in the creation and oversight of the fund development plan. It shall assist in planning the annual budget.
PERSONNEL: The Personnel Committee shall be responsible for overseeing paid staffing needs of the organization and recommending additions to or reductions in staff. It shall make recommendations to the Finance Committee regarding compensation and benefits for staff personnel. It shall advise the Executive Director concerning the disciplining and discharging of employees. It shall conduct an annual evaluation of the Executive Director and oversee any desired outcomes. In the event for the need of a new Executive Director, it shall conduct the candidate search and make a recommendation to the Board of Directors.
PROGRAM: The Program Committee shall make recommendations to the Board of Directors for new programs that are consistent with the Mission Statement and shall evaluate current programs.

PLANNING: The Planning Committee shall be responsible for recommending plans for the future direction of the organization based upon the needs of the community and the mission of the organization. It shall cooperate with the Executive Director in identifying long and short term goals on a one year, two year, and five year basis, and present those goals to the Board of Directors for adoption.
NOMINATING: The Nominating Committee shall seek prospective nominees for officers and the Board of Directors and recommend them to the Board. The Committee shall interview such prospects and thoroughly explain the responsibilities and time requirements demanded of board members.

No prospect shall be recommended without the individual’s explicit consent to accept the responsibility of membership. The Committee shall maintain a continuing and updated list of prospective nominees.

ARTICLE IX. FISCAL YEAR

The Fiscal Year of the organization shall be January 1 through December 31.

ARTICLE X. LIABILITY

SECTION A. DIRECTORS

Pursuant to the provisions of MCL450.2209, the corporation shall assume all personal liability incurred by any volunteer director (as defined in MCL450.2108) to the corporation or its members for monetary damages for a breach of the director’s fiduciary duties except for:

A breach of the director’s duty of loyalty to the corporation of its members.
Acts or omissions not in good faith that involve intentional misconduct or a knowing violation of law.
A violation of MCL 450.2551(1) relating to the liability of directors to the corporation for the benefit of creditors or members resulting from wrongful acts.
A transaction from which the director derived an improper personal benefit.
An act or omission occurring before the effective date of this Article X.
An act or omission that is grossly negligent.

The corporation assumes all liability to any person other than the corporation or its members for all acts and omissions of a volunteer director occurring on or after January 1, 1998, incurred in the good faith performance of the volunteer director’s duties.

SECTION B. NON-DIRECTORS

Pursuant to the provisions of MCL 450.2209, the corporation shall assume all liability for acts and omissions of all non-director volunteers occurring on or after the effective date of this provision providing that all of the following conditions are met:

The volunteer reasonably believed he or she was acting within the scope of his or her authority.
The volunteer acted in good faith.
The volunteer was not grossly negligent.
The volunteer did not conduct himself or herself in a manner constituting an intentional tort.
The volunteer’s conduct was not a tort arising out of ownership, maintenance or use of a motor vehicle for which tort liability may be imposed as provided in MCL 500.3135.

Claims for monetary damages against a non-director volunteer for his or her acts and omissions shall not be brought or maintained against such volunteer but shall be brought and maintained against the corporation.

SECTION C. INDEMNIFICATION

The corporation, pursuant to MCL 450.2556, hereby indemnifies its directors, officers, employees, non-director volunteers, and agents against expenses, including attorney fees, judgments, penalties, fines and accounts paid to settle claims, resulting from any action by or for the corporation, provided that each such person acted in good faith and in the best interests of the corporation and had no reasonable cause to believe such conduct to be unlawful.

ARTICLE XI. DISSOLUTION

Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or shall be distributed to the federal government or a state local government for a public purpose. Any such assets not disposed of shall be disposed of by the court having jurisdiction in the county in which the principal office of the organization is then located exclusively for such purposes or to such organization or organizations, as the court shall determine organized and operated exclusively for such purposes.

ARTICLE XII. REGISTERED OFFICE

The registered office of the Family Literacy Center of Lapeer County shall be situated within the County of Lapeer and the State of Michigan at such place as is designated by the Board of Directors.

ARTICLE XIII. AMENDMENTS

Amendments to these By-Laws may be proposed by any member of the Board of Directors may be submitted by any ten (10) members of the organization to the Board of Directors. Upon approval by three (3) or more Directors, the proposed amendments shall be submitted to the membership at the annual meeting or at a meeting properly called for that purpose. Passage of an amendment to these By-Laws shall require a majority of two-thirds of the members present at a duly called and constituted meeting of the membership. The Secretary shall notify each member of such meeting and the reason therefore, and furnish a copy of the proposed amendment at least fourteen days before the meeting. Notice shall be provided to each member at his or her address as registered with the Executive Director.