BYLAWS OF SOUTHEAST MICHIGAN RETURNED PEACE CORPS VOLUNTEERS, INC.

Updated as of 2 December 2012;

  1.  15 January 2012: revised Article II, Section 2.3 to be able to add Board Members at any Board of Directors Meeting.
  2.  2 December 2012: revised Article II, Section 2.3 to increase Board Member positions to 16.

       ARTICLE I          NAME AND PURPOSES

1.1     NAME.  The name of the corporation is SOUTHEAST MICHIGAN RETURNED PEACE CORPS VOLUNTEERS, INC.

1.2     PLACES OF BUSINESS.  The corporation shall have its principal place of business in the City of Detroit, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.

1.3     PURPOSES.  The purposes of the corporation are as follows:

       A. To provide an organizational framework within which the members may meet and work together to achieve the group's goals.

       B. To provide an educational forum for the discussion of international issues, and to promulgate an awareness of those issues in the United States by organizing, conducting and promoting public discussion groups, forums, panels, lectures, or other similar programs.

       C. To support non-profit charitable organizations which provide services compatible with the goals and purposes of this organization and not incompatible with section 501(c)(3) of the Internal Revenue Code, or comparable provisions of subsequent legislation.

       D. To support the United States Peace Corps, its role and mission in furthering international understanding, cooperation, and development and to offer assistance within the limits of this constitution and federal and state law to new Peace Corps Volunteers and those interested in the Peace Corps.

       E. To publish a newsletter and such other bulletins as may further the goals and purposes of the organization.

       F. To do such things and to perform such acts to accomplish its purposes which are not forbidden         by Section 50l(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation, with all the powers conferred upon nonprofit corporations by the laws of the State of Michigan.

1.4     DEFINITIONS.  The corporation shall include two classes of members.

       "RPCV Members."  Any Returned Peace Corps Volunteer or current Peace Corps Volunteer is eligible to become an “RPCV Member" of the corporation by payment of RPCV member yearly dues as set by the Board of Directors.  RPCV members shall have all rights and privileges authorized in these By-laws and are eligible to serve on the Board of Directors.

       "Supporting Members."  Any individual may become a "Supporting Member" of the corporation by payment of supporting member yearly dues as set by the Board of Directors.  Supporting members shall receive the newsletter and may participate in all activities authorized by these By-laws or the Board.

1.5     NON-PROFIT OPERATION. The corporation shall be operated exclusively for charitable, scientific, and educational purposes as a non-profit corporation.  No director of the corporation or any other private individual or entity shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity, and no part of the net earnings of the corporation shall inure to the benefit of any director, officer or any private entity or individual.  No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of any candidate or public office.

       ARTICLE II         BOARD OF DIRECTORS

2.1     BOARD OF DIRECTORS.  The business and affairs of the corporation shall be managed by a Board of Directors which shall be the governing body of the corporation.  The corporation shall be organized on a non-stock directorship basis and, except as otherwise provided by law, all matters which are subject to membership vote or other action in the case of a Michigan non-profit membership corporation shall be approved by action of the Board of Directors. The Board of Directors shall be comprised of RPCV Members.  Directors shall be qualified by their willingness to participate actively in the affairs of the corporation and to accept responsibility for governing the activities of the corporation, and by such personal attributes, background, or experience as will enable them to contribute toward achievement of the corporation's purposes.

2.2     ATTENDANCE.  Directors are expected to attend all meetings of the Board of Directors and committees of which they are voting members when reasonably able to do so.  Any Board member who misses two (2) Board meetings without giving notice to an officer in advance of the missed meeting is automatically removed from the Board.

2.3     NUMBER AND SELECTION OF DIRECTORS.  The Board of Directors shall consist of not less than seven (7) nor more than sixteen (16) persons elected by the RPCV Members at the designated annual meeting from the slate of nominees submitted by the nominating committee.  Nominees may be added to the slate by motion and second from the floor at the annual meeting.  An RPCV MEMBER may submit a written proxy vote to any officer for the election of the Board of Directors in advance of the annual meeting.  Directors shall serve one (1) year terms or until their successors are duly elected and qualified.  Directors shall be eligible for re-election.  If the Board of Directors has fewer than sixteen (16) members at any time between annual meetings, additional Directors may be added at any Board of Directors meeting at which there is a quorum by majority vote of RPCV members attending that meeting with nominations circulated at least ten (10) days before that meeting.

2.4     REMOVAL AND RESIGNATION.  Any director may be removed from office with cause by the vote of a majority of the directors then in office.  Any Board member may resign by submitting written notice to the Secretary.

2.5     VACANCIES.  Vacancies occurring in the Board of Directors by reason of death, resignation, removal, or other inability to serve, shall be filled by the Board of Directors.  Any director so named to fill a vacancy shall serve for the unexpired portion of the term of the director whose death, resignation, removal, or other inability to service created the vacancy.

2.6     ANNUAL MEETING. The annual meeting of the Board of Directors shall be held at such time and place as the Board of Directors shall determine in the month of October of each year, for the purpose of election of the Board and the officers as well as consideration of such business as may properly be brought before the meeting.  The Board shall notify all RPCV Members in good standing of the annual meeting date, time, place, and agenda at least 21 days in advance of the meeting by mail or publication in the newsletter.  Notice shall include a statement to remind members that a quorum at the annual meeting for the purpose of election of Board and officers is established by the RPCV Members attending the annual meeting and that failure to attend the annual meeting or deliver a proxy vote will constitute a tacit delegation of that RPCV member's voting rights to the attending RPCV Members.  If less than a quorum of the directors appears for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special, or annual meeting or by consent resolution.

2.7     REGULAR AND SPECIAL MEETINGS. There shall be at least six (6) regular meetings of the Board of Directors per year, including the annual meeting.  The Board of Directors shall periodically adopt a schedule of the times and places of the regular meetings of the Board.  Special meetings of the Board may be called by the President and shall be called by the President or the Secretary upon the written request of any two (2) directors or the written request of at least four (4) RPCV Members.

2.8     NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS.  Written notice of the time and place of regular meetings of the Board shall be given to each director at least five (S) days before the date of the meeting, either personally or by mailing such notice to each director at the address designated for such purposes, or if none is designated, at the director's last known address, or by publication in the newsletter.  Notice of the time and place of special meetings of the Board shall be given to each director in advance of the meeting by any method, oral or written, which can reasonably be expected to provide the trustee actual notice of the meeting.  Notices of special meetings shall be given not less than twenty-four (24) hours prior to the scheduled time of the meeting: such notices shall state the purpose or purposes of the meeting; and no business may be conducted at a special meeting except the business specified in the notice of the meeting.  No notice need be given of an adjourned special meeting of the Board, provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken.

2.9     WAIVER OF NOTICE OF MEETINGS.  Notice of any meeting of the Board may be waived in writing before or after the meeting.  Attendance at a meeting constitutes waiver of notice of the meeting.

2.10    ACTION WITHOUT A MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice, and without a vote, if all of the directors entitled to vote thereon consent in writing.  Such written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

2.11    QUORUM AND VOTING REQUIREMENTS.  A majority of the directors then in office, and a majority of the voting members of any committee of the Board, or a majority of the RPCV Members constitute a quorum for the transaction of business by the Board or the committee.  The vote of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws, or the Articles of Incorporation.  A director or member of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another.  Participation in a meeting in this manner constitutes presence in person at the meeting.

2.12    POWERS OF THE BOARD OF DIRECTORS.  The Board of Directors shall have charge, control and management of the business, property, affairs, and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or comparable provisions of subsequent legislation) not inconsistent with these bylaws and with the Articles of Incorporation, or with the laws of the State of Michigan.  In addition to, and not in limitation of, all powers express or implied, now or hereafter conferred upon boards of directors of non-profit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purposes,

2.13    COMPENSATION.  The Board of Directors may provide reasonable compensation to a director for services which are beyond the scope of his or her duties as director, may reimburse any director for expenses actually and necessarily incurred in the performance of his or her duties as director, and may enter into a contract directly or indirectly with a director for the provision of goods and/or services to the corporation, if such contract is in the best interest of the corporation and on fair and reasonable terms.

2.14    EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS.  All conveyances and mortgages of real estate, assignments or discharges of mortgages and material written contracts shall be executed and, if need be, acknowledged in the name of the corporation by the President or a Vice President, and the Secretary or Treasurer.

       ARTICLE III         OFFICERS

3.1     OFFICERS. The officers shall be the President, the Vice President, the Secretary and the Treasurer.  There may also be such assistant officers as the Board of Directors deems appropriate.

3.2     ELECTION AND TERM OF OFFICE.  All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the RPCV Members from a slate proposed by the nominating committee at the annual meeting.  All officers shall be members of the Board of Directors.  Two or more offices may be held by the same person, except that no person may serve as President and Vice President.  No person may execute, acknowledge or verify any instrument in more than one capacity.

3.3     REMOVAL. Any officer may be removed with cause by the vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.

3.4     VACANCIES. In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.

3.5     PRESIDENT. The President shall be the chief executive officer of the corporation and shall be qualified by education and experience that is appropriate to the fulfillment of the responsibilities of the office.  The President or a person designated by the President shall attend and participate in meetings of the Board of Directors and its committees, but shall have no vote on the committee unless otherwise a member of the committee.  The President, under the direction of the Board of Directors, shall have power, on behalf of the corporation, to perform all acts, execute and deliver all documents and take all steps necessary or desirable in order to implement the policies and achieve the goals established by the Board of Directors.

3.6     VICE PRESIDENTS.  There may be one or more Vice Presidents, who shall, under the direction of the President, perform such other duties as may be assigned by the President or the Board.

3.7     SECRETARY. There shall be a Secretary who shall attend meetings of the Board of Directors, and shall record and preserve minutes of those proceedings.  The Secretary shall have custody of the corporate seal, if any, and shall have authority to affix the same.  The Secretary shall send, or cause to be sent, notices of all meetings of the Board of Directors, and shall perform all other duties incident to the office of Secretary.  In the absence of the Secretary or in the event of the Secretary‘s inability to perform any of the required functions, an Assistant Secretary shall perform such duties.

3.8     TREASURER. There shall be a Treasurer and there may be one or more Assistant Treasurers. The Treasurer or a person designated by the Treasurer shall present written reports of the financial condition of the corporation to each regular meeting of the Board of Directors, and at such other times as the Board may direct. The Treasurer shall present recommendations to the Board of Directors concerning the financial management of the corporation, and shall perform such other duties as may he assigned by the Board of Directors.

       ARTICLE IV         COMMITTEES

4.1     COMMITTEES. The Board shall establish such standing committees as the Board shall deem appropriate to carry out the work of the corporation. The Board of Directors may establish such special committees from time to time as it may deem appropriate to carry out the work of the corporation and shall prescribe the duration and function of such committees.  Members of all committees shall be elected by the Board of Directors and shall serve a one (1) year term (or until their successors are duly appointed).  Members of any committee may be removed at any time by a vote of a majority of the directors then in office. Standing committees shall meet as often as required to conduct their business, but at least quarterly.  Special committees shall meet at least as often as prescribed in the resolutions establishing the committee.  All committees shall maintain written records summarizing their proceedings and shall report their activities regularly to the Board of Directors.

       ARTICLE V         INDEMNIFICATION

5.1     INDEMNIFICATION. Each person who is or was a director or officer of the corporation, and each person who serves or has served at the request of the corporation, as a director, trustee, officer, agent or committee member of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the State of Michigan as they may be in effect from time to time.  The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under the laws of the State of Michigan.

       ARTICLE VI         AMENDMENTS

6.1     AMENDMENTS. The bylaws may be amended by the Board of Directors at any annual, regular or special meeting, provided a full statement of the amendment shall have been given in the manner and within the time prescribed in these bylaws for giving notice of the annual meeting of the Board of Directors.  RPCV Member may propose amendments to the bylaws at any meeting of the Board or at the annual meeting.  No amendment which is inconsistent with the Articles of Incorporation shall become effective prior to any amendment that may be required in the Articles of Incorporation.