ARTICLE I: NAME, PURPOSE, OBJECTIVES

1.01 NAME The name of the corporation is the Michigan College and University Personnel Association for Human Resources, Inc. It shall have the assumed name of “MI-CUPA-HR.”

1.02 GENERAL PURPOSE The Corporation is organized and shall be operated exclusively for educational and research purposes. Notwithstanding any other provision of these By-laws, the Corporation shall not carry on any other activities not permitted to be carried on:

(1) by a corporation exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, or

(2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding sections of any future federal tax code.

1.03 SPECIFIC PURPOSE This Corporation is created to promote closer cooperation between Human Resources professionals at colleges and universities in the State of Michigan toward the advancement of personnel and human resource administration. Specific purposes are as follows:

(1) To promote professionalism in the field of personnel and human resource administration.

(2) To provide conferences, seminars, workshops and other staff development opportunities for the exchange of concepts and programs in personnel and human resource administration.

(3) To provide an umbrella for Institutional Human Resource Professionals to interact with their peers in Michigan, along lines of commonality.

(4) To facilitate research and an exchange of ideas in personnel and human resource administration.

ARTICLE II: OFFICES

2.01 PRINCIPAL OFFICE The principal office of the Corporation shall be at such place within the State of Michigan as the board of directors may determine from time to time.

2.02 OTHER OFFICES The board of directors may establish other offices in or outside the State of Michigan.

ARTICLE III: MEMBERS

3.01 ELIGIBILITY FOR MEMBERSHIP

(1) INSTITUTIONAL MEMBERS Any chartered institution of higher education or division thereof in the State of Michigan is eligible for institutional membership with one designated director.

(2) NON-VOTING MEMBERS Any person who has personnel and human resource administration responsibility in an institution of higher education or division thereof in the State of Michigan is eligible for non-voting membership.

(3) NON-VOTING MEMBERS (RETIREES) A person who has had personnel and/or human resources administration responsibility in an institution of higher education or division thereof in the State of Michigan and who:

(a) has been an active participant in MI-CUPA-HR meetings and/or committees, and

(b) has worked at a higher educational institution or subdivision thereof in the State of Michigan for ten (10) or more years directly preceding his/her retirement, and

(c) meets the definition of retirement fomr his/her higher eduation institution or subdivision thereof,

is eligible for membership as a non-voting member.

(4) DUES Dues, if any, for membership (both voting and non-voting) shall be established by the Board.

3.02 ANNUAL MEETING The first meeting of the members in each calendar year shall be the annual meeting of the members. It shall be held at a date and time selected by the President. At each annual meeting, any business shall be transacted that may come before the meeting.

3.03 SPECIAL MEETINGS Special meetings of the members may be called by the Board of Directors or by the President. Such meetings shall also be called by the President or Secretary at the written request of not less than 10 percent (10%) of the institutional members.

3.04 PLACE OF MEETINGS All membership meetings shall be held at a place determined by the President and stated in the notice of the meeting.

3.05 NOTICE OF MEETINGS Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given either personally or by mail to each member of record entitled to vote at the meeting at its last address as it appears on the books of the Corporation. Alternatively, notice may be published in the Corporation’s newsletter, if any, provided that the newsletter is published at least semi-annually and is mailed to the members entitled to vote at the meeting not less than 10 days nor more than 60 days before the date of the meeting.

3.06 RECORD DATES The Board of Directors may fix in advance a record date for the purpose of determining members entitled to notice of and to vote at a membership or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than 60 days nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.

3.07 LIST OF MEMBERS The Secretary of the Corporation or the agent of the Corporation having charge of the membership records of the Corporation shall make and certify a complete list of the institutional members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each institutional member, be produced at the time and place of the membership meeting, be subject to inspection by any institutional members during the whole time of the meeting, and be prima facie evidence of the institutional members entitled to examine the list or vote at the meeting.

3.08 QUORUM Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represent fifteen percent (15%) of the institutional members shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

3.09 PROXIES An institutional member entitled to vote at a membership meeting or to express cnosent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the institutional member or the institutional member’s authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it except as otherwise provided by statute.

3.10 VOTING Each institutional member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally or in writing. When an actin is to be taken by a vote of the institutional members, it shall be authorized by a majority of the votes cast by the institutional members, unless a greater vote is required by statute.

ARTICLE IV: BOARD

4.01 GENERAL POWERS The business, property, and affairs of the Corporation shall be managed by the Board of Directors. Each institutional member shall appoint one director.

4.02 NUMBER There shall be one (1) director (formerly known as “key representatives”) appointed by each institutional member.

4.03 RESIGNATION If a director resigns, a successor shall be appointed by the institutional member that appointed the resigning member.

4.04 ANNUAL MEETING An annual meeting shall be held each year, either immediately before or after the annual membership meeting. If the annual meeting is not held at that time, the Board shall cause the meeting to be held as soon thereafter as is convenient.

4.05 REGULAR MEETINGS Regular meetings of the Board may be held at the time and place as determined by a Board resolution without notice other than the resolution.

4.06 SPECIAL MEETINGS Special meetings of the Board may be called by the President or a majority of the Executive Committee at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each Director at least ten (10) days before the meeting. To the extent practical, meetings shall be scheduled in a manner that meets the programmatic and special interests of the membership.

4.07 STATEMENT OF PURPOSE Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice for that meeting.

4.08 WAIVER OF NOTICE The attendance of a Director at a Board meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. IN addition, the Director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

4.09 MEETINGS BY TELEPHONE OR SIMILAR EQUIPMENT A Director, at his or her own expense, may participate in a meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

4.10 QUORUM A majority of the Directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of Directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.

4.11 CONSENT TO CORPORATE ACTIONS Any action required or permitted to be taken pursuant to Board authorization may be taken without a meeting if, before or after the action, all Directors consent to the action in writing. Written consents shall be filed with the minutes of the Board’s proceeding.

ARTICLE V: COMMITTEES

5.01 EXECUTIVE COMMITTEE The officers of the Corporation will comprise the Executive Committee (formerly known as the “Executive Board”).

5.02 SUBCOMMITTEES The President, with the concurrence of the Executive Committee, may appoint subcommittees. The subcommittee will designate one individual as the chairperson for such a group. The purpose of the subcommittee will be to advise and assist the President and the Executive Committee in the furtherance of the Corporation’s purposes and objectives.

A committee or subcommittee may exercise any powers of the Board in managing the Corporation’s business and affairs, to the extent delegated to it by the President with the concurrence of the Executive Committee by resolution of the Board. However, no committee or subcommittee shall have the power to:
(1) amend the articles of incorporation;
(2) adopt an agreement of merger or consolidation;
(3) amend the bylaws of the Corporation;
(4) fill vacancies on the Board;
(5) fix comenpensation of the Directors for serving on the Board or on a committee
(6) recommend to members the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets;
(7) recommend to the members a dissolution of the Corporation or a revocation of a dissolution; or
(8) terminate memberships.

5.03 MEETINGS Committees and subcommittees shall meet as they deem appropriate, and their meetings shall be governed by the rules provided in Article III for meetings of the Board.
5.04 CONSENT TO COMMITTEE ACTIONS Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the minutes of the committee’s proceedings.

ARTICLE VI: OFFICERS
6.01 GENERAL The officers shall be a Past President, a President, a Vice President (also known as the “President-Elect”), a Recording Secretary, a Treasurer, and the Representative At Large. Officers must be members of the Board. No more than one office may be held by the same person simultaneously. The Vice President, Secretary and Treasurer shall be elected by the Board. The President-Elect shall be President after the expiration of his or her one-year term as President-Elect. The President shall be Past President after the expiration of his or her one-year term as President. The Representative At Large shall be appointed by the Executive Committee.

6.02 TERM OF OFFICE Term of office for the Past President, the President and the President-Elect shall begin from the date of election of the President-Elect at an annual meeting and shall continue until the election of a new President-Elect at the annual meeting one (1) year hence.

Term of office for the Recording Secretary and the Treasurer shall begin from the date of election at an annual meeting and shall continue until the election of a new Secretary and New Treasure at the annual meeting two (2) years hence. Election for the Recording Secretary and the Treasurer shall be held in alternate years so that the term of office shall not coincide.

Term of office for the Representative At Large shall begin from the date of appointment by the Executive Committee and shall continue until the appointment of a new Representative At Large two (2) years hence.

6.03 ELECTION The election of the President-Elect, Recording Secretary, and Treasurer will be held during the annual meeting of Directors in any year when a term of office expires. A slate of candidates will be recommended to the membership by a Nominating Committee, chaired by the Past President and consisting of a minimum of two other Board members to be appointed by the President.

The slate of candidates will be distributed to all Directors, in writing, at least ten (10) days in advance of a scheduled election.

Elections will be by a simple majority of the Directors present.

6.04 REMOVAL The Representative At Large may be removed with or without cause by a vote of a majority of the Executive Committee.

6.05 VACANCIES In the event of a vacancy in the office of President-Elect, Recording Secretary or Treasurer, the Executive Committee shall make an interim appointment to serve for the remainder of the term. The President-Elect will assume office upon a vacancy of the President and an interim appointment of a President-Elect will be made until an election can be held for President-Elect. In the event of a vacancy in the office of Representative At Large, the Executive Committee shall appoint a successor. A vacancy in the office of Past President shall be filled by the most recent Past President willing to serve.

6.06 PAST PRESIDENT The Past President serves as a resource and a base for continuity and chairs the Nominating Committee.

6.07 PRESIDENT The President shall be the chief executive officer of the Corporation and shall have authority over the general control and management of the business and affairs of the Corporation. The President shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties and to fix their compensation. The President shall sign all corporate documents and agreements on behalf of the Corporation, unless the President of the Board instructs that the signing be done with or by some other officer, agent, or employee. The President shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other office of the Corporation. The President shall be an employee and institutional member of the College and University Personnel Association.

6.08 VICE PRESIDENT The Vice President shall be the President-Elect, and shall have the power to perform duties that may be assigned by the President or the Board. If the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise. The Vice President shall perform all duties incident to the office.

6.09 RECORDING SECRETARY The Recording Secretary shall:
(1) Keep minutes of the Board meetings;
(2) Be responsible for providing notice to each member or Director as required by law, the article of incorporation, or these Bylaws;
(3) Be the custodian of corporate records;
(4) Keep a register of the names and addresses of each member (institutional and non-voting), officer and Director;
(5) Handle all correspondence of the corporation; and
(6) Perform all duties incident to the office and other duties assigned by the President or the Board, including assisting the membership chairman.

6.10 TREASURER The Treasurer shall:
(1) Have charge and custody over corporate funds and securities;
(2) Keep accurate books and records of corporate receipts and disbursements;
(3) Deposit all moneys and securities received by the Corporation at such depositories in the Corporation’s name that may be designated by the Board;
(4) Complete all required corporate filings;
(5) Prepare and present a report on the finances of the Corporation at the annual meetings of the members and Board; and
(6) Perform all duties incident to the office and other duties assigned by the President or the Board.

6.11 REPRESENTATIVE AT LARGE The Representative At Large will be appointed by the Executive Committee to serve a two year term. The Representative At Large will be a voting member of the Executive Committee, will represent the various constituent groups within the corporation, and will chair and/or serve on such committees, and perform such other duties, as assigned by the President or the Executive Committee.

ARTICLE VII: FINANCES

7.01 Corporation expenses will be covered by meeting surcharge fees to be added to the program registration fees as necessary. Costs of mailings to members and the Board for notice of meetings, elections, by-law changes and other communications will be minimized by combining such mailings with program announcements whenever practical.

ARTICLE VIII: CORPORATE DOCUMENT PROCEDURE

8.01 All corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall not be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board or by these By-Laws.

ARTICLE IX: INDEMNIFICATION

9.01 INDEMNIFICATION AND INSURANCE The Corporation shall, to the fullest extend now or hereafter permitted by law and by regulations and rulings issued by the Internal Revenue Service, indemnify any Director, committee chair or officer of the Corporation (and, to the extent provided in a resolution of the Board or by contract, may indemnify any employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending or completed civil action, suit or proceeding by reason of the fact that such person is or was a Director, committee chair, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses (other than taxes, penalties, or expenses of correction) including attorneys’ fees (which expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as provided by law), actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted (or refrained from acting) in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and such person is either successful in his or her defense or the proceeding is terminated by settlement, and such person has not acted willfully and without reasonable cause with respect to the Corporation duties concerned.

9.02 INSURANCE The Corporation may purchase and maintain insurance on behalf of any such person against liability (including penalties, taxes, expense of correction, judgements, settlements or expenses) asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or under the laws of the State of Michigan.

9.03 RIGHTS TO CONTINUE The indemnification herein provided for shall continue as to a person who has ceased to be a Director, committee chair, or officer of the Corporation and, to the extent provided in a resolution of the Board or in any contract between the Corporation and such person, may continue as to a person who has ceased to be an employee or agent of the Corporation. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, committee chair, officer, employee or agent of the Corporation shall inure to the benefit of the heirs, personal representatives and administrators of such person.

ARTICLE X: COMPENSATION

10.01 When authorized by the Board, a person shall be reasonable compensated for services rendered to the Corporation as an officer, Director, employee, agent, or independent contractor, except as prohibited by these By-Laws.

ARTICLE XI: FISCAL YEAR

11.01 The fiscal year of the Corporation shall end on June 30.

ARTICLE XII: AMENDMENTS

12.01 Any provision of these By-Laws may be amended by two-thirds (?) majority vote of Directors present at a regular meeting of the Board. Proposed By-Laws changes must be distributed to all Board members, in writing, at least ten (10) days in advance of a scheduled vote.

Dated: April 16, 1998 /s/ Dale A. Mattis
Dale A. Mattis, Incorporator