MICHIGAN PREVENTION ASSOCIATION
BYLAWS
ARTICLE ONE
THE ORGANIZATION 1.1 NAME: The name of the group operating under these bylaws is The Michigan Prevention Association, hereafter referred to as MPA.
1.2 MPA EXECUTIVE BOARD: The MPA Executive Board shall hereafter be referred to as the Board.
1.3 STATEMENT OF PURPOSE: The MPA is an association of people active in and/or supportive of prevention from various health, education, and human services disciplines, whose purpose is advocacy, professional development and empowerment, networking, support, fellowship, and the promotion of excellence in the field of prevention.
1.4 ADDRESS: The official address of the MPA shall be the address of one of the MPA Co-Chairs. A different business address may be established as deemed appropriate by the Board.
1.5 FISCAL YEAR: The fiscal year shall be January 1 through December 31, inclusive.
ARTICLE TWO MEMBERSHIP
2.1 ELIGIBILITY: Application for membership to the MPA is open to all people interested in prevention issues. This includes volunteers and professionals as well as others interested in promoting the purposes of MPA.
2.2 DUES: MPA membership dues will be set and revised periodically by the Board. The membership year will be the same as the fiscal year.
2.3 PRIVILEGES: Members who have paid their current dues and are otherwise in good standing may participate in all activities and meetings organized by MPA, vote in any and all matters brought before the membership, and hold office.
2.4 RESPONSIBILITIES: Members are encouraged to: discuss prevention issues and raise public discussion about prevention as individuals and/or as representatives of their respective organizations; take action, distribute information and act as a resource to their networks on prevention issues; educate the public about the activities of MPA; and actively participate in the organization’s leadership, committees, and other activities.
It is important that MPA be perceived by the media, the legislature, and the general public as having a consistent voice on prevention issues. For this reason, only the Co-chairs or their designee(s) shall speak publicly as the representatives of MPA.
2.5 ROSTER: The chair of the Membership Committee shall maintain an up-to-date roster of the names and contact information of the paid members of the organization.
2.6 HONORARY MEMBERSHIP: If for any reason the membership deems it appropriate to grant Honorary Membership status to an individual it may be done with a simple majority vote. Honorary members will be encouraged but not required to pay dues. They will have the same privileges as regular members.
2.7 TERMINATION: Membership may terminate at the member’s discretion or if dues are not paid. Dues are not refundable or transferable even if the termination occurs part way through a membership year.
2.7.1 MPA may terminate membership of any member due to behavior not in accordance with the purposes of MPA. This decision will be made by the Executive Board. The person whose membership has been terminated may request a meeting with the Board to challenge the decision. The Board must overturn or affirm its original decision within one week of the meeting.
ARTICLE THREE MEETINGS
3.1 ANNUAL MEETING: There shall be an Annual Meeting of the full membership each calendar year. The dates of this meeting shall be flexible, but the time between Annual Meetings will be no longer than fifteen (15) months.
3.1.1 NOTICE: All members will be notified of the Annual Meeting at least 30 days in advance.
3.2 BUSINESS MEETINGS: The Board shall call quarterly Business Meetings to conduct the normal business of the MPA. These meetings may be scheduled to coincide with the Annual Meeting, Special Meetings, or conferences.
3.3 SPECIAL MEETINGS: The Board may call a Special Membership Meeting at its discretion.
3.3.1 A Special Meeting shall also be called by the Board when at least 20 percent of the paid members request this in writing.
3.3.2 NOTICE: Notice of Special Meetings must include the specific purpose of the meeting. All members shall receive a minimum 48-hour notice of a Special Meeting.
3.4 MEETING NOTIFICATION: Notice of any meeting may be made by mail, e-mail, FAX, or newsletter.
3.5 QUORUM: A quorum, for Annual, Business, or Special Meetings shall consist of not less than 20 percent of paid membership including at least three (3) members of the Board.
3.5.1 Individuals who are unable to attend Business or Special meetings in person may participate via conference call or other appropriate electronic means. Members must be present at Annual Meetings in order to participate.
3.6 DECISION MAKING: Whenever feasible, decisions will be made by consensus. When not feasible, a majority vote will prevail, except where otherwise specified in these Bylaws. “Roberts Rules of Order, Revised” shall apply to questions of procedure.
3.7 VOTING: All paid members are eligible to vote at the Annual, Business, and Special Meetings. Members must be present to nominate or elect MPA officers at the Annual Meeting. At Business and Special Meetings, members may vote by phone or other electronic means.
3.7.1. The Co-Chairs may authorize a poll of the members by e-mail (e.g., to respond to advocacy opportunities). A minimum of 25 percent responses from the membership to the e-mail poll is required for the vote to be considered a valid expression of the membership to represent the organization’s position.
ARTICLE FOUR THE EXECUTIVE BOARD
4.1 EXECUTIVE BOARD: The Executive Board, herein known as the Board, is made up of the Officers and Chairs or Co-Chairs of Standing Committees. Executive Board members must be members in good standing of MPA.
4.2 GENERAL POWERS: The administration of the organization shall be managed by the Board.
4.3 OFFICERS: The officers shall be two Co-Chairs, a Secretary, and a Treasurer.
4.3.1 CO-CHAIRS: The Co-Chairs have the responsibility to see that all orders and resolutions of the Board are acted upon. The Co-Chairs shall direct the Annual, Business and Special Meetings, meetings of the Board, appoint committee chairs, and perform other duties as may be delegated by the Board. Further, the Co-Chairs shall be ex-officio members of all committees. Either Co-Chair may be the spokesperson for the organization.
4.3.1.1 Co-Chairs will be elected separately, one each in alternate years.
4.3.1.2 Decisions made by the Co-Chairs will be by mutual agreement in accordance with these Bylaws. In the event of a fundamental disagreement between the Co-Chairs on an important issue, the Co-Chairs will submit the issue to the Executive Board for a majority decision. If the Board cannot achieve a majority, the issue may be submitted to the MPA Membership for a vote.
4.3.2 SECRETARY: The Secretary, or other designated Board member, shall keep minutes of all meetings, shall send notices of all meetings to the membership in accordance with the Bylaws, and other correspondence as directed by the Board. The Secretary shall preside in the absence of both Co-Chairs.
4.3.2.1 The Secretary will be elected in even-numbered years.
4.3.3. TREASURER: The Treasurer shall be custodian of all funds governed by the Board and shall be responsible for the deposit of funds in bank(s) as the Board directs. The Treasurer shall preside in the absence of both Co-Chairs and the Secretary.
4.3.3.1 The Treasurer shall disperse funds in consultation with one of the Board
Co-Chairs. All disbursement of funds shall require approval by the Board
or both Co-Chairs.
4.3.3.2 The Treasurer shall keep a full and accurate account of receipts and disbursements. A yearly report shall be presented at the Annual Meeting. Special reports may be required at each general business meeting at the discretion of the Board.
4.3.3.3 The Treasurer will be elected in odd-numbered years.
4.3.4 ELECTIONS AND TERMS OF OFFICERS: The officers shall be elected to two year terms by the MPA membership at the Annual Meeting of the MPA. The term of each elected officer shall commence immediately following the Annual Meeting during which the individual was elected. No elected officer shall serve more than three consecutive two-year terms in the same office, unless there is special approval of the Board.
4.4 STANDING COMMITTEES: Standing Committees shall include: Advocacy,Communications, Professional Training and Development, and Membership.
4.4.1 MEMBERSHIP AND APPOINTMENT: Each Standing Committee shall consist of a Chair or Co-Chair with additional members as may be deemed necessary. The Chair(s) of each committee shall be appointed or approved by the MPA Co-Chairs.
4.5. BOARD MEETINGS: Meetings of the Board will be called by the Co-Chairs and held on a regularbasis, as necessary, to conduct the business of MPA.
4.5.1 A Board meeting may be called when requested by one-third of the Board provided all members of the Board are notified a minimum of 48 hours in advance.
4.6. VOTING: Most decisions will be made by consensus unless it is necessary to vote using a simple majority vote of those Board members present at any Business Meeting. In instances where there are Co-Chairs of a Standing Committee each individual will have a vote.
4.6.1 If a Board member has a conflict of interest he/she shall abstain from voting.
4.6.2 Any decision of the Board may be overturned by a simple majority vote of the membership at an Annual or Special Meeting.
4.7 QUORUM: Not less than one-half of the Board shall be considered a quorum for conducting official business of the MPA.
4.8 RESIGNATION: An officer or Standing Committee Chair of MPA may resign at any time by giving written notice to the MPA Board. Any such resignation shall take effect at the time specified therein.
4.9 REMOVAL: The Board may, by a two-thirds vote, remove any Officer or Committee Chair from office when such action is deemed to be in the best interest of the MPA.
4.10 VACANCY: Should there be a vacancy on the Board, for any reason, the Co-Chairs shall appoint any member in good standing to serve the remaining term. If the Co-Chairs have not filled a position within thirty (30) days, the Board may fill the vacancy by a simple majority vote of the Board members present at a meeting of the Board.
4.11 NOMINATING COMMITTEE: A Nominating Committee will be appointed by the Co-Chairs in sufficient time for the Committee to present a slate of nominations thirty (30) days in advance of the Annual Meeting. This list will be presented to the membership for consideration.
4.11.1 Nominations may be accepted from the floor, only with consent of the nominee, verbally if the nominee is present, and in writing if the nominee should be absent.
4.12 OTHER COMMITTEES: Other committees may be formed from time to time to carry out specified purposes. Chairs for these committees shall be appointed or approved by the Co-Chairs.
ARTICLE FIVE DISSOLUTION
5.1 The members may, at any time, voluntarily dissolve the MPA with a two-thirds vote of the MPA members. The assets of the MPA will be distributed to nonprofit health, education, or human service organizations, as determined by the membership.
ARTICLE SIX BYLAW AMENDMENTS
6.1 AMENDMENTS: These Bylaws or any portion thereof may be altered, amended, or repealed, or new Bylaws may be adopted by the affirmative vote of a two-thirds majority of the members present at any Annual or Special meeting of the MPA at which a quorum is present. Written notice of such alteration, amendment, repeal or addition shall be given to each member at least thirty (30) days prior to any such meeting, as described in ARTICLE THREE.
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BYLAWS CERTIFICATION AND APPROVAL DATE
This statement certifies that these Bylaws of the Michigan Prevention Association are a true and correct copy, duly adopted and approved according to Bylaws procedures, by the Membership on the date of May 11, 2006 and are effective immediately.
THE ORGANIZATION 1.1 NAME: The name of the group operating under these bylaws is The Michigan Prevention Association, hereafter referred to as MPA.
1.2 MPA EXECUTIVE BOARD: The MPA Executive Board shall hereafter be referred to as the Board.
1.3 STATEMENT OF PURPOSE: The MPA is an association of people active in and/or supportive of prevention from various health, education, and human services disciplines, whose purpose is advocacy, professional development and empowerment, networking, support, fellowship, and the promotion of excellence in the field of prevention.
1.4 ADDRESS: The official address of the MPA shall be the address of one of the MPA Co-Chairs. A different business address may be established as deemed appropriate by the Board.
1.5 FISCAL YEAR: The fiscal year shall be January 1 through December 31, inclusive.
ARTICLE TWO MEMBERSHIP
2.1 ELIGIBILITY: Application for membership to the MPA is open to all people interested in prevention issues. This includes volunteers and professionals as well as others interested in promoting the purposes of MPA.
2.2 DUES: MPA membership dues will be set and revised periodically by the Board. The membership year will be the same as the fiscal year.
2.3 PRIVILEGES: Members who have paid their current dues and are otherwise in good standing may participate in all activities and meetings organized by MPA, vote in any and all matters brought before the membership, and hold office.
2.4 RESPONSIBILITIES: Members are encouraged to: discuss prevention issues and raise public discussion about prevention as individuals and/or as representatives of their respective organizations; take action, distribute information and act as a resource to their networks on prevention issues; educate the public about the activities of MPA; and actively participate in the organization’s leadership, committees, and other activities.
It is important that MPA be perceived by the media, the legislature, and the general public as having a consistent voice on prevention issues. For this reason, only the Co-chairs or their designee(s) shall speak publicly as the representatives of MPA.
2.5 ROSTER: The chair of the Membership Committee shall maintain an up-to-date roster of the names and contact information of the paid members of the organization.
2.6 HONORARY MEMBERSHIP: If for any reason the membership deems it appropriate to grant Honorary Membership status to an individual it may be done with a simple majority vote. Honorary members will be encouraged but not required to pay dues. They will have the same privileges as regular members.
2.7 TERMINATION: Membership may terminate at the member’s discretion or if dues are not paid. Dues are not refundable or transferable even if the termination occurs part way through a membership year.
2.7.1 MPA may terminate membership of any member due to behavior not in accordance with the purposes of MPA. This decision will be made by the Executive Board. The person whose membership has been terminated may request a meeting with the Board to challenge the decision. The Board must overturn or affirm its original decision within one week of the meeting.
ARTICLE THREE MEETINGS
3.1 ANNUAL MEETING: There shall be an Annual Meeting of the full membership each calendar year. The dates of this meeting shall be flexible, but the time between Annual Meetings will be no longer than fifteen (15) months.
3.1.1 NOTICE: All members will be notified of the Annual Meeting at least 30 days in advance.
3.2 BUSINESS MEETINGS: The Board shall call quarterly Business Meetings to conduct the normal business of the MPA. These meetings may be scheduled to coincide with the Annual Meeting, Special Meetings, or conferences.
3.3 SPECIAL MEETINGS: The Board may call a Special Membership Meeting at its discretion.
3.3.1 A Special Meeting shall also be called by the Board when at least 20 percent of the paid members request this in writing.
3.3.2 NOTICE: Notice of Special Meetings must include the specific purpose of the meeting. All members shall receive a minimum 48-hour notice of a Special Meeting.
3.4 MEETING NOTIFICATION: Notice of any meeting may be made by mail, e-mail, FAX, or newsletter.
3.5 QUORUM: A quorum, for Annual, Business, or Special Meetings shall consist of not less than 20 percent of paid membership including at least three (3) members of the Board.
3.5.1 Individuals who are unable to attend Business or Special meetings in person may participate via conference call or other appropriate electronic means. Members must be present at Annual Meetings in order to participate.
3.6 DECISION MAKING: Whenever feasible, decisions will be made by consensus. When not feasible, a majority vote will prevail, except where otherwise specified in these Bylaws. “Roberts Rules of Order, Revised” shall apply to questions of procedure.
3.7 VOTING: All paid members are eligible to vote at the Annual, Business, and Special Meetings. Members must be present to nominate or elect MPA officers at the Annual Meeting. At Business and Special Meetings, members may vote by phone or other electronic means.
3.7.1. The Co-Chairs may authorize a poll of the members by e-mail (e.g., to respond to advocacy opportunities). A minimum of 25 percent responses from the membership to the e-mail poll is required for the vote to be considered a valid expression of the membership to represent the organization’s position.
ARTICLE FOUR THE EXECUTIVE BOARD
4.1 EXECUTIVE BOARD: The Executive Board, herein known as the Board, is made up of the Officers and Chairs or Co-Chairs of Standing Committees. Executive Board members must be members in good standing of MPA.
4.2 GENERAL POWERS: The administration of the organization shall be managed by the Board.
4.3 OFFICERS: The officers shall be two Co-Chairs, a Secretary, and a Treasurer.
4.3.1 CO-CHAIRS: The Co-Chairs have the responsibility to see that all orders and resolutions of the Board are acted upon. The Co-Chairs shall direct the Annual, Business and Special Meetings, meetings of the Board, appoint committee chairs, and perform other duties as may be delegated by the Board. Further, the Co-Chairs shall be ex-officio members of all committees. Either Co-Chair may be the spokesperson for the organization.
4.3.1.1 Co-Chairs will be elected separately, one each in alternate years.
4.3.1.2 Decisions made by the Co-Chairs will be by mutual agreement in accordance with these Bylaws. In the event of a fundamental disagreement between the Co-Chairs on an important issue, the Co-Chairs will submit the issue to the Executive Board for a majority decision. If the Board cannot achieve a majority, the issue may be submitted to the MPA Membership for a vote.
4.3.2 SECRETARY: The Secretary, or other designated Board member, shall keep minutes of all meetings, shall send notices of all meetings to the membership in accordance with the Bylaws, and other correspondence as directed by the Board. The Secretary shall preside in the absence of both Co-Chairs.
4.3.2.1 The Secretary will be elected in even-numbered years.
4.3.3. TREASURER: The Treasurer shall be custodian of all funds governed by the Board and shall be responsible for the deposit of funds in bank(s) as the Board directs. The Treasurer shall preside in the absence of both Co-Chairs and the Secretary.
4.3.3.1 The Treasurer shall disperse funds in consultation with one of the Board
Co-Chairs. All disbursement of funds shall require approval by the Board
or both Co-Chairs.
4.3.3.2 The Treasurer shall keep a full and accurate account of receipts and disbursements. A yearly report shall be presented at the Annual Meeting. Special reports may be required at each general business meeting at the discretion of the Board.
4.3.3.3 The Treasurer will be elected in odd-numbered years.
4.3.4 ELECTIONS AND TERMS OF OFFICERS: The officers shall be elected to two year terms by the MPA membership at the Annual Meeting of the MPA. The term of each elected officer shall commence immediately following the Annual Meeting during which the individual was elected. No elected officer shall serve more than three consecutive two-year terms in the same office, unless there is special approval of the Board.
4.4 STANDING COMMITTEES: Standing Committees shall include: Advocacy,Communications, Professional Training and Development, and Membership.
4.4.1 MEMBERSHIP AND APPOINTMENT: Each Standing Committee shall consist of a Chair or Co-Chair with additional members as may be deemed necessary. The Chair(s) of each committee shall be appointed or approved by the MPA Co-Chairs.
4.5. BOARD MEETINGS: Meetings of the Board will be called by the Co-Chairs and held on a regularbasis, as necessary, to conduct the business of MPA.
4.5.1 A Board meeting may be called when requested by one-third of the Board provided all members of the Board are notified a minimum of 48 hours in advance.
4.6. VOTING: Most decisions will be made by consensus unless it is necessary to vote using a simple majority vote of those Board members present at any Business Meeting. In instances where there are Co-Chairs of a Standing Committee each individual will have a vote.
4.6.1 If a Board member has a conflict of interest he/she shall abstain from voting.
4.6.2 Any decision of the Board may be overturned by a simple majority vote of the membership at an Annual or Special Meeting.
4.7 QUORUM: Not less than one-half of the Board shall be considered a quorum for conducting official business of the MPA.
4.8 RESIGNATION: An officer or Standing Committee Chair of MPA may resign at any time by giving written notice to the MPA Board. Any such resignation shall take effect at the time specified therein.
4.9 REMOVAL: The Board may, by a two-thirds vote, remove any Officer or Committee Chair from office when such action is deemed to be in the best interest of the MPA.
4.10 VACANCY: Should there be a vacancy on the Board, for any reason, the Co-Chairs shall appoint any member in good standing to serve the remaining term. If the Co-Chairs have not filled a position within thirty (30) days, the Board may fill the vacancy by a simple majority vote of the Board members present at a meeting of the Board.
4.11 NOMINATING COMMITTEE: A Nominating Committee will be appointed by the Co-Chairs in sufficient time for the Committee to present a slate of nominations thirty (30) days in advance of the Annual Meeting. This list will be presented to the membership for consideration.
4.11.1 Nominations may be accepted from the floor, only with consent of the nominee, verbally if the nominee is present, and in writing if the nominee should be absent.
4.12 OTHER COMMITTEES: Other committees may be formed from time to time to carry out specified purposes. Chairs for these committees shall be appointed or approved by the Co-Chairs.
ARTICLE FIVE DISSOLUTION
5.1 The members may, at any time, voluntarily dissolve the MPA with a two-thirds vote of the MPA members. The assets of the MPA will be distributed to nonprofit health, education, or human service organizations, as determined by the membership.
ARTICLE SIX BYLAW AMENDMENTS
6.1 AMENDMENTS: These Bylaws or any portion thereof may be altered, amended, or repealed, or new Bylaws may be adopted by the affirmative vote of a two-thirds majority of the members present at any Annual or Special meeting of the MPA at which a quorum is present. Written notice of such alteration, amendment, repeal or addition shall be given to each member at least thirty (30) days prior to any such meeting, as described in ARTICLE THREE.
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BYLAWS CERTIFICATION AND APPROVAL DATE
This statement certifies that these Bylaws of the Michigan Prevention Association are a true and correct copy, duly adopted and approved according to Bylaws procedures, by the Membership on the date of May 11, 2006 and are effective immediately.
