BY-LAWS OF THE FIGHTING FALCON MILITARY MUSEUM
ARTICLE I: Purpose of the Corporation
Section 1.01. The Fighting Falcon Museum (the Corporation) is organized for the following purposes:
To engage in activities within the purposes for which 501©3 non-profit corporations may be organized under the Act 162, Public Acts of 182 of the State of Michigan or the corresponding section of any future federal tax code.
Establishment and maintenance of a collection for museum display of military artifacts to remember and honor the sacrifices of area men and women and specifically the Army Air Corps aircraft CG4A known worldwide as the “Fighting Falcon.”
Education of the general public, including children as well as adults, on wartime events through museum displays, aircraft displays and presentations, publications and educational programs.
To promote knowledge of and appreciation for the American experience and the efforts of our fore-bearers in creating and preserving our U.S. Constitutional freedoms and liberties.
The Corporation is a non-profit organization that will be financed under a general plan which may include, without limitation, contributions from the general public, fund raising activities, grants from third parties and income from investments as the Board of Directors shall deem necessary and appropriate to further the purposes of the corporation.
ARTICLE II: Location
Section 2.01. Principal Office. The principal office of the Corporation shall be located in the City of Greenville, County of Montcalm, State of Michigan at 516 W. Cass Street, Greenville, Michigan 48838. Other corporate offices, either within or outside the State of Michigan, may be designated by the Directors.
Section 2.02. Registered Office. The registered office of the Corporation may also be, but need not be the principal office named above. The registered office shall be maintained in the State of Michigan as required by the Michigan Non-profit Corporation Act, and the address of such registered office may be changed from time to time by the Directors.
ARTICLE III: Membership
Section 3.01. Corporate Structural Basis The Corporation is organized on a non-stock, membership basis within the meaning of section 2202 of the Michigan Non-profit Corporation Act as amended.
Section 3.02. Membership Qualifications Membership shall all who are interested in supporting the purposes set forth in Article I of these Corporation By-Laws.
Section 3.03. Membership Classes The membership class of an applicant meeting the membership qualifications described in section 3.02 will be determined based on the following definitions:
Annual Membership. Any individual person who is interested in supporting the purposes of the Corporation shall be eligible to become an annual member.
Lifetime Membership. Any individual person who is interested in supporting the purposes of the Corporation shall be eligible to become a lifetime member.
Section 3.04. Membership Year The membership year will begin January 1st and end December 31st .
Section 3.05. Membership Dues The annual and lifetime membership dues will be established by the Directors. Membership dues are required to be paid by March 1st of each year.
Section 3.06. Voting Rights Each Qualified adult (18 or older) annual or lifetime member is entitled to one (1) vote in the election of Directors and on each matter submitted to the membership by the Directors. A “Qualified Member” is one:
Whose dues are current; and
Who is certified by the Directors as being an active participant in the Corporation’s meetings, programs and activities.
Section 3.07. Standing A member is considered in good standing if the member meets the conditions of membership and all membership dues are paid and up to date.
Section 3.08. Disciplinary Procedures Any member whose actions tend to injure the good name of the Corporation, disturb its well-being, or hamper the Corporation in its work may be censured, suspended, or expelled by the Directors. The Directors, by affirmative vote of two-thirds (2/3) of all the members of the Directors, may censure, suspend or expel a member.
Section 3.09. Transferability of Membership Membership shall not be transferable and shall be terminated by death, resignation, expulsion or failure to pay dues.
Section 3.10. Annual Meeting The annual meeting of the members shall be held on the second (2nd) Tuesday of October of each year or at such time as may be fixed by the Directors, for the purpose of electing Directors and transacting any and all business that may properly come before the meetings. If the annual membership meeting is not held at that time, the Directors shall cause the meeting to be held as soon thereafter as convenient. Written notice of the time, place and purpose of the annual meeting of members shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting.
Section 3.11. Special Meetings Special meetings of the members may be called by the Directors or by the President. Such meetings shall also be called by the President or the Secretary at the request of not less than ten (10) percent of the Qualified members entitled to vote.
Section 3.12. Notice of Meetings Written notice of the time, place and purpose of a membership meeting shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be given either personally or by mail to each Qualified member of record to vote at the meeting at his or her last address as it appears in the records of the Corporation.
Section 3.13. Quorum Not less than thirty (30) percent of the total Qualified membership eligible to vote constitutes a quorum for the transaction of business at any meeting of the membership. Total membership shall be based on the Qualified membership as of the December 31st date prior to each beginning fiscal year and that determined number shall be used though the ensuing year.
Section 3.14. Manner of Acting When an action is to be taken by vote of the members, other than the election of Directors, it shall be authorized by a majority of the votes cast when a quorum is present. In an election of Directors, the vote of the members shall be authorized by a plurality of the ballots cast. No proxy ballots will be accepted for an action or election.
ARTICLE IV: Board of Directors
Section 4.01. General Powers The business, property and affairs of the Corporation shall be managed by the Board of Directors.
Section 4.02. Number There shall not be less than six (6) or more than nine (9) Directors on the Board as shall be fixed from time to time by the Board of Directors.
Section 4.03. Election and Tenure Each Director will be elected for a three (3) year term or for any unexpired term for which elected. A Director’s term of office may be shortened by death, resignation or removal. These three (3) year terms shall be staggered such that only one-third (1/3rd) of the Board of Directors will be elected in a given year.
Section 4.04. Resignation Any Director may resign at any time by providing written notice to the Corporation. The resignation will be effective on receipt of the notice or at a later time designated in the notice. A successor shall be appointed as provided in section 4.06 of the By-laws. Directors may hold office without being a resident of the State of Michigan.
Section 4.05. Removal Any Director may be removed with or without cause by a majority vote of the Qualified members.
Section 4.06. Board Vacancies A vacancy on the Board of Directors may be filled with a person selected by a majority vote of the remaining Directors. A vacancy may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the Qualified members.
Section 4.07. Regular Meetings The Board of Directors shall hold regular meetings at a time and place determined by resolution of the Board. Regular meetings of the general membership shall be held at a time and place determined by the Board of Directors.
Section 4.08. Special Meetings Special meetings of the Directors or the general membership may be called by the President or any two Directors 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 or Qualified member at least three (3) days before the meeting.
Section 4.09. Statement of Purpose The business to be transacted at and the purpose of any regular or special meeting of the Board or the general membership must be specified in the notice for that meeting.
Section 4.10. Meetings by Telephone or Internet A Director or member may participate in a meeting by conference telephone or internet through which all persons participating in the meeting can hear each other. Participation in a meeting under this section constitutes presence in person at the meeting.
Section 4.11. Quorum A majority of the Directors then in office constitutes a quorum for the transaction of 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. (See exception to this clause in section 6.03 Removal.)
Section 4.12 Additional Responsibilities The Board of Directors shall have the following additional powers and duties:
To formulate policies for the administration, management and operation of the Corporation affairs.
To estimate the amount of the annual budget and provide a manner for raising and collecting membership fees and donations.
From time to time, to make and changes rules and regulations not inconsistent with the By-laws, for the management of the corporation’s business and affairs.
To purchase or otherwise acquire for the Corporation any real estate or other property, right or privileges which the Corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as it thinks fit.
To sell, exchange, lease, improve, develop or in any other manner deal, in whole or in part with any real estate or other property, rights or privileges owned or acquired by the Corporation and to construct, erect, repair or remodel any buildings or structures on property owned or acquired by the Corporation, except as otherwise required by law.
To hire, remove or suspend any agent or servant of the Corporation.
ARTICLE V: Committees
Section 5.01. Establishment The Board, by resolution adopted by a vote of a majority of the Directors, may designate one or more committees as may be necessary for the accomplishment of the organization’s objectives. The President shall have the authority to name committees, committee chairmen and members, all of whom serve at the pleasure of the Directors. These standing committees should include but not be limited to: Building and Grounds, Military Displays, Fund Raising and Public Relations.
Section 5.02. General Powers A committee designated by the Board of Directors may exercise any powers of the Board in managing the Corporation’s business and affairs to the extent provided by resolution of the Board. However, no committee shall have the power to:
A. Amend the Articles of Incorporation of the By-laws of the Corporation
B. Adopt an agreement of merger or consolidation
C. Fill vacancies on the Board or
D. Fix compensation of the Directors for serving on the Board or on a committee.
ARTICLE VI: Officers
Section 6.01. Number The officers of this Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer. Any two or more offices, except for those of the President and Secretary, may be held simultaneously by the same person. The Board of Directors may elect officers or assistant officers as they deem necessary.
Section 6.02. Election and Terms of Officers The Board of Directors shall elect the officers of the corporation from within the Board. Officer elections will be held annually at the first meeting of the Board of Directors held after the annual membership meeting for election of Directors. An Officer’s term shall commence on their election by the Board. An officer shall continue to serve until a successor is elected, or until death, resignation or removal of the officer.
Section 6.03. Removal The Board of Directors may, in its discretion, remove any officer by a majority vote of the Directors when according to the Board’s best judgment, the removal serves the best interest of the Corporation.
Section 6.04. Vacancies The Board of Directors may fill a vacancy in any office because of death, resignation or removal of any officer of the Corporation. The officer filling the vacancy shall serve for the unexpired portion of the vacating officer’s term.
Section 6.05. President The President is 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, subject to the control of the Board of Directors. The President may sign an instrument necessary to the operations of the Corporation, unless the signing of the documents has been delegated by the Board of Directors to some other officer of the Corporation, or unless the signing is prohibited by law to be so signed or required by law to be otherwise signed. The President shall perform all other duties prescribed by the Board of Directors from time to time, and all other duties incident to the office of President.
Section 6.06 The Vice President The Vice President shall perform all duties assigned to the Vice President by the President or by the Board of Directors. The Vice President shall assume the duties of the President in the event of the President’s death, resignation, removal, disqualification or inability or refusal to act until such time as the Board of Directors can duly elect a new President.
Section 6.07 The Secretary The Secretary shall:
Record minutes of the meetings and distribute them to Corporation members.
Be responsible for providing notice of all meetings
Be the custodian of the corporation records
Keep a register containing the contact information for each officer, Director and member
Sign any documents with the President or Vice President that the law requires the Secretary to sign
Compose and mail a semiannual Corporation newsletter
Handle all correspondence
Perform all duties incident to the office of Secretary, or any other duties assigned to the Secretary from time to time by the Board or President.
Section 6.08 The Treasurer The Treasurer shall:
Be responsible for depositing donations made to the Corporation
Be directed to pay all bills, either through direct approval of a particular expense or blanket approval of payment for general classes of bills, such as “utilities.”
Shall also be responsible, in conjunction with the President, for filing any forms required by the state or federal government due to the corporation’s 501(c)3 status.
Shall ensure that an annual audit of the organization’s financial records be performed at the end of each fiscal year and at the time a new Treasurer takes office.
Provide a monthly Treasurer’s report including expenditures and deposits from the Corporation checking account as well as the current balance of funds held at the Greenville Area Community Foundation or any other depository.
Perform all duties incident to the office of Treasurer, or any other duties assigned by the Board of Directors or President.
ARTICLE VII: Contracts, Checks, Deposits and Compensation
Section 7.01. Contracts The Board of Directors may authorize any officer or agent of the Corporation to enter into contracts on behalf of and in the name of the Corporation. The Board of Directors may also authorize any officer or agent of the Corporation to execute and deliver any instrument in the name of and on behalf of the Corporation.
Section 7.02. Checks and Drafts The Board of Directors shall determine, by resolution, which officer or officers, agent or agents of the Corporation shall have the authority and duty to sign all checks, drafts, or other orders for the payment of money issued in the name of the Corporation. Any checks written in excess of $1,000 shall require two signatures: The Treasurer and either the President or Vice-President.
Section 7.03. Deposits Any funds of the Corporation not being used in any other manner for the benefit of the Corporation shall be deposited to the credit and in the name of the Corporation in a manner the Board of Directors shall select.
Section 7.04. Compensation The Directors and general members shall not be compensated for their services but shall be entitled to reimbursement for the direct out-of-pocket expenses for handling the corporation’s business. When authorized by the Board of Directors, a Director or member may serve the corporation in a professional capacity and receive reasonable compensation for his or her services, except as prohibited by these By-laws.
Section 7.05 Distribution of Earnings: No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that this Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Purpose clause.
ARTICLE VIII: Indemnification
Section 8.01 Non-derivative Actions Subject to all the other provisions of this article, the Corporation may indemnify any person, as described in A or B below, who was or is party, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether formal or informal (other than an action by or in the right of the Corporation). The indemnification shall apply only to a person who was or is:
A Director of the Corporation, or
Serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit.
The person may be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction or on a plea of nolo contender or its equivalent, shall not by itself create a presumption that:
The person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the Corporation, or
With respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
Section 8.02. Derivative Actions Subject to all of the provisions of this article, the Corporation may indemnify any person who was or is a party in, or is threated to be made a party to, any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because the person was or is:
Director of the Corporation
Serving at the request of the Corporation as a director, officer, partner, joint venture, trust, or other enterprise, whether or not for profit.
The person may be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation.
However, indemnification shall not be made for any claim, issue or matter in which the person has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.
Section 8.03 Expenses of Successful Defense To the extent that a person has been successful on the merits or otherwise in defense of any action, suits or proceeding referred to in section 8.01 or 8.02 of this article, or in defense of any claim, issue or matter in the action, suit or proceeding, the person may be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.
Section 8.04 Contract right: Limitation on Indemnity Any indemnification conferred in this article shall be contract right and shall apply to service of a Director as an employee or agent of the Corporation as well as the person’s capacity as a Director. Except as provided in section 8.03 of this article, the Corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by the person without authorization by the Board of Directors.
Section 8.05 Determination that Indemnification is Proper Any indemnification under sections 8.01 and 8.02 of this article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case. The Corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in section 8.01 or 8.02 whichever is applicable. Determination shall be made in any of the following ways:
By a majority vote of a quorum of the Board consisting of Directors who were not parties to the action, suit or proceeding.
If the quorum described in clause A above cannot be obtained, then by a committee of not less than two disinterested Directors who are not parties to the action.
By independent legal counsel in a written opinion.
Section 8.06 Proportionate Indemnity If a person is entitled to indemnification under sections 8.01 or 8.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines and amounts paid in settlement, but not for the total amount, the Corporation shall indemnify the person for the portion of the expense, judgments, penalties, fines or amounts paid in settlement for which the person is entitled to be indemnified.
Section 8.07 Expense Advance Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 8.01 or 8.02 of this article may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding, on receipt of an undertaking by or on behalf of the person involved to repay the expense, if it is ultimately determine that the person is not entitled to the indemnification by the Corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made, but need not be secured.
Section 8.08 Non-exclusivity of Rights The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
Section 8.09 Indemnification of Employees and Agents of the Corporation The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Directors of the Corporation.
Section 8.10 Former Directors The indemnification provided in this article continues for a person who has ceased to be a Director and shall inure to the benefit of the heirs, executors and administrators of that person.
Section 8.11 Insurance The Corporation may purchase and maintain insurance on behalf of any person who was or is:
A Director, employee or agent of the Corporation
Serving at the request of the Corporation as a director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
The insurance may protect against any liability asserted against the person 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 power to indemnify against such liability under this article or the laws of the State of Michigan.
Section 8.12 Changes in Michigan Law If there are any changes in the Michigan statutory provision applicable to the Corporation and relating to the subject matter of this article, the the indemnification to which any person shall be entitled shall be determined by the changed provisions, but only to the extent that any change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change.
ARTICLE IX: Fiscal Year
Section 9.01 Fiscal Year, Generally The Corporation’s fiscal year shall begin on January 1st and end on the 31st day of December each and every year.
ARTICLE X: Notice
Section 10.01 Amendments The Board of Directors at any regular or special meeting may alter, amend or repeal these By-laws and adopt new By-laws by vote of a majority of the Directors, if notice setting forth the terms of the proposal has been given in accordance with any notice requirements for a meeting of the Board.
Section 10.02 Waiver of Notice A waiver of notice in writing, signed by the person entitled to receive notice either before or after the time stated, shall be deemed the equivalent of the giving of notice when notice is required to be given to any Director under these By-laws or the Articles of Incorporation of this Corporation or the Michigan Non-profit Corporation Act.
ARTICLE XI: Amendments
Section 11.01 Membership Vote If the proposed amendment adopted by the Board of Directors would deny, limit or otherwise proscribe the voting rights of the members entitled to vote, then the Board of Directors shall present the proposed amendment to the voting members. Approval by a deliberative body of voting members duly convened and meeting the requirements for a quorum, notice and voting of a regular or special meeting shall effect a valid amendment to these By-laws.
Section 11.02 Conflict with Code or Statutes No amendments to the Articles of Incorporation and/or these by-laws shall conflict with Section 501(c)3 of the Internal Revenue Service code or the non-profit domestic corporation statutes of the State of Michigan.
ARTICLE XII: Parliamentary Authority
Section 12.01 Rules The rules contained in the current Robert’s Rules of Order, Newly Revised shall govern the Board of Directors in all cases to which they are applicable and which they are not inconsistent with these By-laws and any special rules of order the Board may adopt.
ARTICLE XIII: Disolution
Section 13.01 Corporation Dissolution: Dissolution of the Corporation may be accomplished by a vote of ¾ of the members present at a regular or special meeting of the general membership. Section 13.02 Notification All members will be furnished with a written notice of the proposal to dissolve and reasons therefore at least fourteen (14) days prior to the vote thereon. The Board of Directors shall be responsible for disposing of corporation assets.
Section 13.03 Asset Distribution Upon dissolution of this corporation, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code or 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. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIV: Prohibited and Inappropriate Activities
Section 14.01 Prohibited Activities No substantial part of the activities of this corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. This corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, this corporation shall not carry on any other activities not permitted by (a) an organization exempt from federal income tax under Section 501(c)3 of the Internal Revenue Code, corresponding section of any future federal tax code or by (b) an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 14.02 Inappropriate Activities Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)3 of the Internal Revenue Code or by (b) an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or a corresponding section of any future tax code.
These By-laws were adopted by majority vote of the Trustees of the Fighting Falcon Military Museum on the __ day of ____, 2012.
William Garlick, President
Bradford Siek, Vice-President
Barbara Christensen, Secretary
Robert Christensen, Treasurer