MEC By-Laws

                                                                                                                                   M.E.C.A.A.

                                                                                                                             D.B.A.  M.E.C.

 

 

This organization is established for the following purpose: to create community by promoting the sharing of knowledge, experience, and fellowship among people who follow mystical and esoteric traditions.

In order to promote community, we do not include those paths or traditions whose doctrines advocate bigotry and / or violence against others on any basis including but not limited to race, gender, sexual orientation, disability, or religion.

 

Our Goals are to:

• Hold a yearly convention.

• Produce and issue publications.

• Host other community events.

• Create a list of relevant resources.

• Support other organizations with a compatible purpose.

 

ARTICLE I: NAME

This organization shall be known as “Magical Education Council of Ann Arbor” (M.E.C.A.A.) D.B.A. M.E.C.

 

Article II: Board of Directors

• The Board of Directors shall consist of persons 18 or older who are in good standing with M.E.C. as defined in the Policy and Procedure Handbook, and who have been elected in accordance with these by-laws.

• The Board of Directors shall have final authority to make decisions and set policy regarding the operation of M.E.C., including but not limited to, issues relating to any conventions, gatherings, publications, and other activities, which M.E.C. may undertake.

• The Board of Directors shall consist of no less than five (5), nor more than nine (9), Directors.

• All actions of the Board of Directors shall be taken at a duly scheduled meeting.

• A term for a Director shall be no longer than 3 years. The election of Directors shall take place at a Board meeting in January of each year. A term begins April 1st of year elected. No more than three (3) Directors’ terms shall expire in one year.

• Any Director who has not attended or sent a proxy to, two (2) consecutive meetings, shall be sent a letter by the Secretary. That letter shall confirm the date, time, and location of the next meeting, as well as specify that they must attend the next meeting, or otherwise be considered to have resigned from the Board of Directors.

• Any Director may resign at any time, upon written notice to the Secretary.

• Any Director may request a Leave of Absence at any time and shall not be considered an active Director during that Leave.  The Board of Directors must approve a Leave of Absence by a two-thirds (2/3) vote of the active Board of Directors.  A request for a Leave of Absence will automatically include a proxy vote to approve the Leave of Absence.

• A Director may be removed at any duly scheduled meeting, for any reason. A vote must be approved by a number equal to two thirds (2/3) of the active Board of Directors.

• Any vacancy on the Board may be filled at a duly scheduled meeting of the Board of Directors.

• The Board of Directors shall have the power to appoint persons to be Representatives of the organization (M.E.C.), with the power to transact business on M.E.C.’s behalf. The Board of Directors may revoke such appointments at any time.

• The Board of Directors must approve any expenditure or assumption of obligations in advance. The Board of Directors may authorize any Officer or Representative of M.E.C., in advance, to spend money or assume obligations up to a set sum. All requests for such authorization must be submitted on a form approved by the Board of Directors. Any expenditure or assumption of obligation over two hundred fifty dollars ($250.00) shall require the signatures of the Treasurer and another Director not residing with the Treasurer.

• Nominations and declarations of candidacy for Directors shall be announced in December of each year for the following year’s elections.

• No Director shall receive any compensation for their service as Director or Officer of M.E.C.

• The Board of Directors shall hold regular meetings at least every six (6) weeks and may call special meetings as necessary. Unless otherwise specified, meetings of the Board of Directors are open to any who would like to attend.

 

ARTICLE III: OFFICERS

• All offices of M.E.C shall be filled by a Director who will be active at the start of the term of office.

• The President shall be the spokesperson for M.E.C. and for the Board of Directors. Among the President's duties shall be: final arbiter on matters of the Board of Directors policy; having partial custody of all monies, credits and property that M.E.C. retains in accounts or owns; to hold the position and take on the tasks of Agent of Record, or to delegate this position to another Director. In the case that the Vice-President position is vacant, all of the duties of that office shall be assumed by the President.

• The Vice President shall be responsible for: setting an agenda for Board Meetings; calling and chairing, or appointing another to chair, those meetings; collecting and reviewing officer and committee reports. In the case that the Vice-President position is vacant, all of the above duties shall be assumed by the President.

• The Secretary shall be responsible for: taking minutes at all meetings of the Board of Directors; distributing copies of such minutes to all Directors in a timely manner; maintaining an up to date roster of all Directors, advisors, and authorized representatives; collecting mail from M.E.C.’s post office box; distributing mail to the appropriate persons; receiving all resignation notices and informing the Board of said resignation; arranging the storage and use of all MEC property, with the exception of the financial records which are the responsibility of the Treasurer; and preparation of correspondence from the Board of Directors which includes, but is not limited to, meeting notifications, removal notifications, and barring notifications.

• The Treasurer shall be required to display certain skills before election, that is, basic record keeping and accounting ability defined as the ability to learn/use accounting software or balance a checkbook. The Treasurer shall be responsible for: keeping M.E.C.’s financial records using generally accepted accounting principles for non profit groups and organizations; collecting and holding partial custody of all monies and credits of M.E.C.; paying M.E.C.’s debts; keeping up to date records of all transactions; submitting written reports every six (6) weeks at the regular meetings of the Board of Directors; filing annual tax returns or delegating this duty to a reputable tax preparer; filing or reporting to the State of Michigan, per any and all regulations, all financial statements/reports required; and storing all documents related to the above activities. The Treasurer must furnish, upon request from any Director, any and all financial records, including bank statements.

• The election of Directors to Officer positions shall take place at the meeting following the elections of Directors. Assumption of offices shall be effective as of April 1st of the year of election.

• A Conflict of Interest exists when, in the opinion of the voting Directors, a particular Officer's personal stakes prevent them from acting in the best interest of M.E.C. Personal stakes may include, but are not limited to: family ties, financial ties, or other personal interests or obligations. If a conflict of interest exists, an Officer may be removed from office, or may have a specific role reassigned, upon a vote approved by a number equal to 2/3 of the active Board of Directors.

• Any Officer may be removed at any duly scheduled meeting, for any reason. A vote must be approved by a number equal to two-thirds (2/3) of the active Board of Directors. Any Officer that is removed or resigns from their position on the Board of Directors will be considered to have resigned from any office they hold.

 

ARTICLE IV: COMMITTEES

• The Board of Directors shall have the power to establish committees, and to dissolve them at any time with the exception of any standing committee. The Board of Directors shall have the power to delegate decision making authority over specific projects and issues to these committees, and to revoke such authority at any time.

•  The Board of Directors shall elect a Chairperson for each committee from among the Directors.

• The Chairperson of a committee shall be responsible for: calling and chairing meetings; being final arbiter on matters of procedure; and submitting written reports in accordance with the policies and procedures handbook. The Chairperson shall have to power to overrule any action or decision taken by the committee; however, in all cases the Board of Directors has the final authority.

• The Chairperson of a committee shall have the power to establish sub committees.

• The Chairperson of a committee may resign at any time, upon written notice to the Secretary.

 

   M.E.C. shall have the following standing committees: Conference Committee (ConCom), and Marketing Committee.

• Convention Committee (ConCom) is responsible for the organization and operations of the annual convention. The theme for each convention shall be created by the BOARD OF DIRECTORS The Convention Chairperson (ConChair) shall:

• Be elected six (6) months prior to the expiration of the previous ConChair’s term and shall serve the first six months of their eighteen month term as an assistant to the current ConChair. The position of ConChair cannot be revoked prior to the expiration of their term unless they become ineligible to serve.

  Not hold the office of President of the Board of Directors for any portion of the standard term of president that includes the convention of which they are the sole ConChair.

  Submit the final convention artwork for simple yes/no vote.

  Submit the proposed dates of the convention to the BOARD OF DIRECTORS for approval prior to signing any contracts.

  Be subject to the authority of the Board of Directors, as specified in Article II b.

• Marketing Committee is responsible for managing M.E.C.’s web presence; submitting and updating M.E.C.’s information to relevant publications and promoting a community presence.

 

ARTICLE V: Policies and Procedures Handbook

 

MEC shall be required to maintain a policies and procedures handbook.

• The Policies and Procedures Handbook shall contain all the necessary policies, procedures and forms to govern the day-to-day operation of the Board of Directors, the committees and the offices of MEC.

• The Secretary shall keep the master copy of the Policies and Procedures handbook in hard copy and shall distribute copies of any changes necessary as specified in the handbook.

• Any changes to the Policies and Procedures handbook shall be brought to the Board of Directors for approval by the Director who heads the committee or holds the office that is responsible for the policy or procedure.

• After changes have been approved by the Board of Directors, the Vice-President shall be responsible for updating the relevant policy or procedure and providing a copy to the secretary for the master handbook as well as posting an electronic copy to the designated MEC file storage site.

 

Review of Policies and Procedures Handbook

 

Each committee chair and office shall review the policy or procedure of their committee or office bi-annually and present a written report summarizing the results of the review to the Board of Directors at the first Board of Directors meeting following the election of officers starting in the year 2005.

 

ARTICLE VI ALCOHOL POLICY

 

MEC shall not provide alcohol at any event, including but not limited to ConVocation.  MEC may sponsor or have Directors attend events which serve alcohol provided by other organizations.

 

ARTICLE VII AMENDMENTS TO THE BYLAWS

• Amendments to these bylaws may be proposed at any duly scheduled meeting of the Board of Directors.

• Approval of Amendments requires a vote approved by a number equal to two-thirds (2/3) of the active Board of Directors.

 

ARTICLE VIII: VOTING

• A quorum which consists of at least one half (1/2) of the active Directors must be present in order to hold a vote on any business.

• All votes require a simple majority of the Directors voting unless otherwise specified in these By-Laws.

• Any Director who is unable to attend a meeting may elect to send a proxy with another Director. Proxy votes must concern specific issues and positions, and must be in writing, or have been transmitted to the Vice President via email.

 

ARTICLE IX: DISSOLUTION

• M.E.C. may be dissolved at any time by a vote equal to two thirds (2/3) of the active Board of Directors.

• If dissolution occurs, all assets of M.E.C. will be used to pay off any bills, debts, and other obligations incurred by M.E.C. Tangible property belonging to M.E.C. will be sold if necessary to pay off these obligations. All other tangible property belonging to M.E.C. will be donated to other tax exempt non profit organizations as determined by the Board of Directors, with preference being given to those with similar goals who can make use of it directly. All remaining assets will be donated to other tax exempt non profit organizations as determined by the Board of Directors. All Officers shall then be released from their duties and the corporation dissolved.

 

ARTICLE X: LIABILITY

No Director of M.E.C. shall be held personally liable for any of the bills, debts, other obligations or actions of the organization.

 

ARTICLE XI: INDEMNIFICATION

 

The organization shall indemnify and hold harmless any Director or office of the organization and who was or is a party or is threatened to be made a party to any proceeding (which shall include for the purposes of this Article any threatened, pending, or completed action, or other proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of the organization)) by reason of the fact that such person was or is an authorized representative of the organization against expenses (which shall include for purposes of this Article attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonable incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonable believed to be in, or not opposed to, the best interests of the organization and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

 

Bylaws of the Magical Education Council Proposed Amendments as of 7/3/2008