Governance
The rules that govern how MISSION is organized, led, and held accountable to the community it serves.
The name of the organization shall be Michigan Itinerant Shelter System Interdependent Out of Necessity (MISSION). It shall be a nonprofit corporation incorporated under the laws of the State of Michigan, pursuant to the Michigan Nonprofit Corporation Act (Act 162 of the Public Acts of 1982, as amended) (the “Act”).
The principal office of the Organization shall be located within the State of Michigan at such place as the Board of Directors may designate from time to time. The Organization may establish other offices as the Board of Directors may determine or as the affairs of the Organization may require.
The Organization shall continuously maintain a registered office and registered agent in the State of Michigan as required by the Act. The registered agent may be changed by filing the appropriate documents with the Michigan Department of Licensing and Regulatory Affairs.
MISSION works towards a society where homeless and homeful collaborate to ensure safe, adequate shelter for all; where homeless and homeful understand each other’s needs and pursue mutual solutions; and where homeless are empowered to foster independent communities.
The Organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
No part of the net earnings of the Organization shall benefit any member of the Organization not qualifying as exempt under Section 501(c)(3) of the Code, as now enacted or hereafter amended, nor to any Director or officer of the Organization, nor to any other private persons, excepting solely such reasonable compensation that the Organization shall pay for services actually rendered to the Organization, or allowed by the Organization as a reasonable allowance for authorized expenditures incurred on behalf of the Organization.
No substantial part of the activities of the Organization shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the Organization shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
The Organization shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, as now enacted or hereafter amended. The Organization shall not carry on any activities not permitted to be carried on by a nonprofit corporation organized under the laws of the State of Michigan, pursuant to the provisions of the Act.
The Organization shall not lend any of its assets to any officer or Director of the Organization or guarantee to any person the payment of a loan by an officer or Director of the Organization.
Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
The affairs of the Organization shall be managed by its Board of Directors. The Board shall have all powers and authority granted to it by the Act, the Articles of Incorporation, and these Bylaws.
The Board of Directors shall consist of no fewer than seven (7) and no more than fifteen (15) Directors. The exact number of Directors may be fixed or changed from time to time, within the minimum and maximum, by resolution of the Board of Directors. Directors need not be residents of the State of Michigan but shall have a demonstrated commitment to the mission of the Organization.
Directors shall be elected by a majority vote of the existing Board of Directors at any regular or special meeting at which a quorum is present. Each Director shall serve a term of three (3) years, or until a successor is elected and qualified. Directors may serve consecutive terms without limitation.
To promote continuity, the Board should stagger terms so that approximately one-third of the Directors’ terms expire each year.
Any Director may nominate a candidate for the Board. Prospective Directors must attend three (3) consecutive Board meetings upon invitation before the Board may vote on their election. The Board may establish a Nominating Committee to identify and evaluate candidates.
Any Director may resign at any time by giving written notice to the President or Secretary of the Organization. Such resignation shall take effect at the time specified in the notice, or if no time is specified, upon receipt by the officer.
A Director may be removed, with or without cause, by a two-thirds (2/3) vote of the remaining Directors at any regular or special meeting at which a quorum is present, provided that written notice of the proposed removal is given to all Directors at least ten (10) days before the meeting.
Any vacancy occurring on the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled by a majority vote of the remaining Directors, even if less than a quorum. A Director elected to fill a vacancy shall serve for the unexpired portion of the term of the Director being replaced.
Directors shall not receive compensation for their service as Directors. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties upon approval by the Board.
The Board of Directors shall meet at least monthly, or as otherwise determined by resolution of the Board. The time and place of regular meetings shall be established by the Board and communicated to all Directors.
The Board of Directors shall hold an annual meeting for the purpose of electing officers, reviewing the activities and finances of the Organization, and conducting such other business as may properly come before the Board. The annual meeting shall be held at such time and place as the Board shall determine.
Special meetings of the Board of Directors may be called by the President, two (2) members of the Executive Committee, or by a majority of the Directors then in office.
Written notice (including by email) stating the purpose, place, day, and hour of any meeting shall be given to each Director not less than five (5) days before the date of the meeting. In the case of a special meeting, the purpose for which the meeting is called shall be stated in the notice. A Director’s attendance at a meeting constitutes waiver of notice of that meeting, unless the Director attends for the express purpose of objecting to the transaction of business because the meeting was not lawfully called.
A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a lesser number may adjourn the meeting to a later date.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Act, the Articles of Incorporation, or these Bylaws.
Directors may participate in a meeting of the Board by means of conference telephone, video conference, or similar communications equipment through which all persons participating in the meeting can communicate with each other, provided the Director has received prior approval from the Board of Directors. Participation by such means shall constitute presence in person at the meeting. Remote participation is a privilege, not a right, and the Board may establish reasonable rules governing its use.
Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all of the Directors. Such written consent shall have the same effect as a unanimous vote and may be executed in counterparts, including by electronic means.
At each meeting of the Board of Directors, the President shall act as Chairperson of the meeting. The President may delegate the role of Chairperson to any Director for a particular meeting. In the absence of the President and without such delegation, the Vice President shall act as Chairperson, and in the absence of the Vice President, the Secretary, and in the absence of the Secretary, the Directors present shall elect a Chairperson from among themselves. The Secretary, or a designee, shall record minutes of each meeting.
The officers of the Organization shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may create additional officer positions as it deems necessary. No person shall hold more than two (2) offices simultaneously, and the offices of President and Secretary shall not be held by the same person.
Officers shall be elected by the Board of Directors at the annual meeting and shall serve a term of one (1) year, or until their successors are elected and qualified. Officers may serve consecutive terms.
Any officer may be removed by a two-thirds (2/3) vote of the Board of Directors whenever, in its judgment, the best interests of the Organization would be served thereby.
A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
The President shall be the principal officer of the Organization and shall preside at all meetings of the Board of Directors. The President shall sign all official documents and contracts on behalf of the Organization, unless otherwise delegated by the Board. The President shall be an ex-officio member of all standing committees and shall perform such other duties as the Board may assign.
The Vice President shall assist the President in the discharge of their duties and shall perform the duties of the President in the President’s absence or incapacity. The Vice President shall perform such other duties as may be assigned by the President or the Board.
The Secretary shall keep accurate minutes of all meetings of the Board of Directors, give proper notice of meetings, maintain the official records of the Organization, and be custodian of the corporate seal (if any). The Secretary shall be responsible for ensuring that all required state filings are made in a timely manner.
The Treasurer shall have charge of and be responsible for all funds and securities of the Organization. The Treasurer shall keep accurate financial records, provide regular financial reports to the Board, and ensure that an annual financial review or audit is conducted as required. The Treasurer shall ensure that all required tax filings (including IRS Form 990) are completed and filed on time.
The Executive Committee shall consist of the four (4) officers of the Organization: President, Vice President, Secretary, and Treasurer.
The Executive Committee may act on behalf of the Board of Directors between regular Board meetings on matters that require urgent attention, provided that such actions are ratified by the Board at its next regular meeting. The Executive Committee shall not have the authority to amend these Bylaws, elect or remove Directors or officers, approve the annual budget, or approve dissolution or merger of the Organization.
Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business, provided that all four (4) members of the Executive Committee have been notified and any action is approved by at least three (3) of the four (4) members of the Executive Committee.
The Board of Directors may establish standing or ad hoc committees as it deems necessary to carry out the work of the Organization. Each committee shall have a chairperson appointed by the Board and shall operate under terms of reference approved by the Board.
No committee shall have the authority to bind the Organization or expend its funds without prior approval of the Board, unless such authority has been expressly delegated by the Board. All committees shall report regularly to the Board of Directors.
Individuals or representatives of organizations with an interest in the purpose of MISSION may become Affiliates of the Organization. Affiliates shall attain their status by signing the Organization’s Affiliate Form and being approved by the Board of Directors or a committee designated by the Board for that purpose.
Affiliates are welcome to attend Board meetings, may sit on committees at the invitation of the Board, and may be called upon to provide input and expertise on issues facing the Organization. Affiliates do not have the right to vote on matters before the Board and may not vote to elect the Board of Directors.
An Affiliate’s voting power on committees shall be determined by the Board of Directors or the applicable committee chairperson, subject to Board approval.
An Affiliate may be removed at any time, with or without cause, by a majority vote of the Board of Directors at a meeting at which a quorum is present. Grounds for removal include, but are not limited to, failure to manifest support for the purpose of MISSION or conduct inconsistent with the Organization’s Code of Conduct.
Any Affiliate may resign by filing a written resignation with the Secretary. Affiliate status may not be transferred or assigned.
The fiscal year of the Organization shall end on December 31 of each year.
The Board of Directors shall establish and maintain financial policies and internal controls adequate to safeguard the Organization’s assets. All expenditures above a threshold set by the Board shall require approval by the Board or a designated officer. The Treasurer shall present a financial report at each regular meeting of the Board.
The Board of Directors may authorize any officer or agent of the Organization to enter into contracts or execute instruments on behalf of the Organization. Such authority may be general or confined to specific instances. No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board.
All funds of the Organization shall be deposited to the credit of the Organization in such banks or financial institutions as the Board of Directors may select. Checks, drafts, or orders for payment shall require such signatures as the Board shall determine.
The Organization shall not lend money to or guarantee the obligation of any Director or officer. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Organization for the amount of such loan until it is repaid.
Each Director and officer has a duty to disclose to the Board any actual or potential conflict of interest, including any financial interest in or affiliation with an entity that does business with or seeks to do business with the Organization.
A Director or officer with a conflict of interest shall recuse themselves from discussion and voting on the matter giving rise to the conflict. The minutes of the meeting shall reflect the disclosure and recusal.
Each Director and officer shall annually sign a conflict of interest disclosure statement in a form approved by the Board.
All Directors, officers, committee members, and agents of the Organization shall maintain the confidentiality of information obtained in the course of their duties that is designated as confidential by the Board, as codified in the Duty of Confidentiality Addendum that may be adopted and amended by the Board from time to time, or that a reasonable person would understand to be confidential. This obligation shall survive the termination of a person’s relationship with the Organization.
The Organization shall indemnify any person who was or is a party to, or is threatened to be made a party to, any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that such person is or was a Director, officer, employee, or agent of the Organization, or is or was serving at the request of the Organization as a Director or officer of another organization, against expenses (including actual and reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred in connection with such action, suit, or proceeding, to the fullest extent permitted by the Act.
The indemnification provided in this Article is available only to a person who acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Organization, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the conduct was unlawful.
The Organization may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.
All Directors, officers, and representatives of the Organization shall conduct themselves in accordance with the highest ethical standards and in a manner that reflects positively on the Organization. The Board may adopt and amend a written Code of Conduct and require all Directors to acknowledge it in writing.
The Organization is committed to maintaining an environment free of illicit and illegal drugs. No Director or representative shall, at any time on Organization property or at any Organization function or activity, use, possess, or be under the influence of any illicit or illegal substance. No Director shall conduct Organization business while under the influence of alcohol or any illegal substance.
Carrying or possessing weapons on Organization property is prohibited unless prior written approval has been granted by the Board of Directors. Any approved carry shall comply with all applicable federal, state, and local laws. Unauthorized possession or use of a weapon may result in immediate removal.
Actual or threatened violence, including abusive behavior toward any person within the MISSION community, is prohibited and may result in suspension or removal.
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by a two-thirds (2/3) vote of the Directors present at any regular or special meeting of the Board at which a quorum is present, provided that the text of the proposed amendment has been distributed to all Directors at least ten (10) days before the meeting.
No amendment shall be adopted that would cause the Organization to cease to qualify as an organization described in Section 501(c)(3) of the Code, or that would be inconsistent with the Articles of Incorporation.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, the Articles of Incorporation, or applicable law.
If any provision of these Bylaws is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
These Bylaws shall be governed by and construed in accordance with the laws of the State of Michigan.
Unless otherwise required by law, any notice, consent, or other communication required or permitted under these Bylaws may be delivered by electronic means, including email, provided the recipient has consented to receive communications in such manner.
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