Draft Amended By-Laws for consideration at November 13, 2019 Annual Meeting

Amended By-Laws of The Friends of Greenview Park and Pioneer Woods Nature Area

These Amended Bylaws replace the previous Bylaws adopted November 11, 2008.

1.        Purpose

The Friends of Greenview Park and Pioneer Woods Nature Area (“the Friends”) was formed to preserve, protect and improve the natural features of Greenview Park and Pioneer Woods. The Greenview-Pioneer site is approximately 44 acres extending north from Scio Church Road to Stadium Boulevard, and west from South Seventh Street to Greenview Avenue on the southwest and bordered by houses on the remaining northern and western periphery. The Friends also seek to preserve, protect and improve the open space south of the Pioneer High School athletic fields, and north of Scio Church Road, between Main Street and South Seventh, including the Pioneer Prairie.

The Friends is organized as a Michigan non-profit corporation and is a 501(c)(3) tax exempt organization. It will receive and administer funds from donations, grants and other sources to accomplish its charitable goals of preservation, protection and improvement of the property and for the perpetual preservation of its natural features. Its offices shall be located in Washtenaw County, Michigan.

2.        Membership

Any individual who shares the goals of the Friends may become a member by requesting that the Friends add them to their membership list, which also is the organization’s emailing list. Individuals need not be members to be part of the email list.

A member may resign at any time. A member may be terminated by a majority vote of the membership.

There will be no membership dues.

Members shall have no responsibility or liability to the Friends because of their membership. Proxies for voting at membership meetings shall be permissible.

3.      Board of Directors and Officers

The Friends will be governed by a Board of Directors (the “Board”), who shall also be members. The Board shall have a minimum of five and a maximum of 10 directors. The Board will include the offices of President, Vice-President, Treasurer, Secretary (“officers”) and Park Steward, each office to be held by separate individuals. Members-at-large of the Board may be appointed by the President of the organization. Service shall be effective upon appointment, to be interim until ratification by a majority vote of the general membership in attendance at a general membership meeting. The Board will conduct the business of the Friends in accordance with its goals and the descriptions of each office and make routine decisions by majority vote of Board members in attendance. The business of the Board will include the authorization of expenditures for expenses incurred in furtherance of the organization’s purpose. There shall be no compensation for officers or Board members. However, Board members may be reimbursed for actual, reasonable, authorized expenditures made on behalf of the Friends.

President: The President will be the chairperson of all general and Board meetings. The President will be the official spokesperson of the organization.

Vice-President: The Vice-President shall assist the President in the conduct of the organization’s business and acting in behalf of the President when such duties are delegated by the President or necessitated by the President’s absence.

Secretary: The Secretary will maintain records of the Friends activities and correspondence. The Secretary will record minutes for membership and Board meetings. The Secretary will assist the officers in preparation of correspondence from the organization. The Secretary will maintain the membership rolls.

Treasurer: The Treasurer will maintain the financial records of the organization. The Treasurer will receive and disburse funds according to the decisions of the Board. The Treasurer will report financial activity to the Board on a periodic basis and make the records of the organization available to the Steering Committee upon request. The Treasurer will account for all expenditures and receipt of funds at the general membership meetings of the organization.

The fiscal year shall be a calendar year.

The Treasurer and at least two other officers shall be signatories on all organization bank accounts. The organization will require two signatures on checks in excess of $5,000.

Park Steward: The Friends shall have one or more Park Stewards who shall serve as liaison with the City of Ann Arbor, including Natural Areas Preservation (NAP). The Park Steward(s) shall be a Board Member.

Additional Offices and Committees: The Board may create additional offices and committees as it finds necessary. Newly created offices and committees will be filled by appointment by the president with ratification by the Board. Service shall be effective upon appointment, to be interim until ratification by a majority vote of the general membership in attendance at a general membership meeting.

4.      Elections and Term of Office

Election: Board members, including officers, Park Steward and board members- at-large shall be selected by election from the membership of the organization at the annual meeting. The Board may nominate candidates for election to the Board in a number not to exceed the number of directorships to be filled. Additional names may be placed in nomination by a written nominating petition signed by any member, or orally by any member at the annual meeting.

Term of Office: The terms of office for the Officers shall initially be staggered between one, two, and three year terms to facilitate election of not more than two officers annually. Beginning with the November 2019 election, the president shall serve a 3-year term; the vice president and Park Steward shall serve 2-year terms; the treasurer and secretary shall serve a 1-year term. Any board members-at-large shall serve 3-year terms beginning with the November 2019 election. Thereafter, the term of office for all Board members shall be three (3) years, commencing on the date of their election. A board member shall hold office for the term for which he or she is elected until either the election of a successor at an annual meeting or until the date of resignation or removal.

Board members, including officers, may be elected to successive terms without limit.

5.      Vacancies

An office which becomes vacant during a term of office shall be filled for the remainder of the officer’s term by appointment of the President, provided the appointment is ratified by a majority of the Board.

Should the office of President become vacant during a term of office, the Vice President will take the office of the President. The office of Vice President which is vacated by succession to the presidency, will be fill by appointment of a new Vice- President, to be ratified by the Board.

6.      Meetings

Membership Meetings: The organization will have membership meetings at least annually, to be the second Tuesday in November at 7 p.m. unless otherwise scheduled by the Board. The meetings will be announced by email and/or posted on the Friends’ web site with reasonable advance notice. The President or a majority of the Board may call additional meetings if deemed appropriate.

Meetings will be conducted informally by the President according to an agenda generally distributed before the meeting. Members may add agenda items. Roberts Rules of Order pertain in the event of a dispute about meeting conduct.

Board Meetings: A meeting of the Board may be commenced by request of the President or any two board members. Notice will be made by email or telephone with as much prior notice as is practical. A quorum for conducting Friends business is four Board members.

The Board may also conduct discussions and business by email where the entire Board is contacted and has a reasonable opportunity to express an opinion before a matter is acted upon or decided. Whenever possible, Board action by email should be conducted informally through open discussion.

Where a matter must be voted upon, an email vote of the Board may be initiated either by request of the President or upon a motion that has been seconded. For purposes of an email vote, the decision will be considered final when all members have voted or a majority of the full Board has voted for or against one of the available options. A quorum for purposes of an email vote is four Board members.

7.      By-Law and Articles of Incorporation Amendments

By-Law amendments and amendments to the Articles of Incorporation must be consistent with the purpose of the organization or must pertain to concluding the organization’s business. The By-Laws may be amended by majority vote of the Board or majority of members in attendance at a regular meeting. Notice of the proposed amendment shall be circulated to the members at least one week prior to the meeting.

Amendments may be proposed by the Board or by petition of no less than 10 members. Any amendment by the Board shall be effective when adopted but must also be confirmed at the next meeting of the membership.

8.      501(c)(3) status and Dissolution

The Friends shall be a Michigan non-profit federal tax exempt organization and conduct its business accordingly.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, officers, or other private persons. However, the corporation shall be authorized to pay reasonable reimbursements for expenses incurred in furtherance of its purposes. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under IRC 501(c)(3) or the corresponding section of any future federal tax code or (2) by a corporation whose contributions are deductible under section IRC 170(c)(2) or the corresponding section of any future federal tax code.

On dissolution of the corporation, after paying or providing for the payment of all of the liabilities of the corporation, the corporation’s assets shall be distributed (1) for one or more exempt purposes within the meaning of IRC 501(c)(3), or the corresponding section of any future federal tax code or (2) to the federal government, or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by a circuit court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations that the court shall deem are organized and operated exclusively for such purposes.

9.      General Indemnification Provisions

No member of the Board of the corporation who is a volunteer, as that term is defined in the Michigan Nonprofit Corporation Act (the “Act”), or a volunteer officer shall be personally liable to this corporation or its members for monetary damages for a breach of the member’s or officer’s fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following:

  1. a breach of the director’s or officer’s duty of loyalty to the corporation or its members;
  2. acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
  3. a violation of section 551(1) of the Act;
  4. a transaction from which the director or officer derived an improper personal benefit;
  5. an act or omission occurring before the filing of these articles of incorporation; or
  6. 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 or omissions of a director who is a volunteer director, as defined in the Act, or a volunteer officer incurred in the good faith performance of the director’s or officer’s duties. However, the corporation shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organization described in IRC 501(c)(3) or the corresponding section of any future federal tax code.

If the Act is amended after adoption of these by-laws and/or the filing of the articles of incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, then the liability of members of the board of directors or officers, in addition to that described in these by-laws, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the Act as so amended. Such an elimination, limitation, or assumption of liability is not effective to the extent that it is inconsistent with the status of the corporation as an organization described in IRC 501(c)(3) or corresponding section of any future federal tax code. No amendment or repeal of applicable articles shall apply to or have any effect on the liability or alleged liability of any member of the board of directors or officer of this corporation for or with respect to any acts or omissions occurring before

The corporation assumes the liability for all acts or omissions of a volunteer if all of the following conditions are met:

  1. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
  2. The volunteer was acting in good faith.
  3. The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.
  4. The volunteer’s conduct was not an intentional tort.
  5. The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.

Certification of Adoption

The undersigned hereby certifies that she is the Secretary of Friends of Greenview Park and Pioneer Woods Nature Area, a nonprofit corporation organized and existing under the laws of the State of Michigan; that these Amended Bylaws were adopted by majority vote of members in attendance at the annual membership meeting on November 13, 2019; that notice of the proposed amendment of the prior bylaws was circulated to the members by email and posting on the Friends website at least one week prior to the meeting.

Barbara Eberbach, Secretary