Bylaws

    Article I – Purpose

    Section 1.

    The purpose of the Chapter is to further the chartered objective for which the American Concrete Institute was organized; to further education and technical practice, scientific investigation, and research by organizing the efforts of its members for a non-profit, public service in gathering, correlating, and disseminating information for the improvement of the design, construction, manufacture, use, and maintenance of concrete products and structures. This Chapter is accordingly organized and shall be operated exclusively for educational and scientific purposes.

    Article II – Members

    Section 1.

    The Chapter shall consist of Honorary Members, Distinguished Chapter Members, Contributing Members, Organizational Members, Members, Affilitate Chapter Members and Student Members.

    Section 2.

    Chapter membership in any classification except Distinguished Chapter Members and Affiliate Chapter Members shall be of the same classification as their Institute membership. Honorary Members of the American Concrete Institute shall be Honorary Members of the Chapter if their permanent address of record at Institute Headquarters is in the area described in Section 3. The Chapter may recognize and honor eminent Chapter members by conferring upon them membership in the special individual category of Distinguished Chapter Members. Distinguished Chapter Members shall be individuals, not current officers, who have made exceptional contributions in connection with the objectives of the Chapter and the American Concrete Institute. Distinguished Chapter Members shall be selected by the Board of Direction of the Chapter. They shall be exempt from Chapter dues but shall not be exempt from ACI dues. Affiliate Chapter Members are not to be members in any classification in the American Concrete Institute and shall be members of the Chapter only.

    Section 3.

    Only those members of the Chapter whose permanent address of record at Institute Headquarters is in the State of Michigan, or who have specifically requested this Chapter for their official affiliation shall be permitted to vote or hold office in the Chapter. An ACI member can belong to any number of Chapters but can specify only one official Chapter for voting and holding office and need only specify it if his official affiliation is other than the Chapter in his residence area. Affiliate Chapter Members may actively participate in local Chapter affairs except that they may not hold office within the Chapter nor vote on propositions before the international membership. Junior Members and Student Members shall neither vote nor hold office in the Chapter.

    Section 4.

    Applications for and resignations from membership and requests for change of representatives of Contribution or organizational Members shall be presented in writing to the Secretary.

    Article IV – Meetings

    Section 1.

    The members of the Chapter shall hold an annual meeting each year and such other meetings as may be authorized by the Board of Directors of the Chapter. The time and place of all member’s meetings shall be fixed by the Board of Directors of the Chapter. Written notice of the time, place and purpose of each member’s meeting shall be sent to all members not less than 10 nor more than 60 days in advance of such meeting.

    Section 2.

    The Board of Directors of the Chapter shall meet at least twice each year at the time and place fixed by the Board or on call of the President. Notice of a Board meeting stating the time and place must be given to each Director by one of the following methods:

    • (a) by mailing a written notice of such meeting to such address as the Director designates from time to time or, in the absence of designation, to the last known address of the Director at least 5 days before the date set for such meeting;

    • (b) by personally delivering a written notice of such meeting to the Director at least 2 days in advance of such meeting;

    • (c) by orally notifying the Director of such meeting at least 2 days in advance, either personally or by telephone; or

    • (d) by transmitting notice of such meeting to the Director at least 2 days in advance:

      • (i) by telecopier or telex to the Director’s last know office or home or to such other location as the Director designates from time to time, or

      • (ii) by electronic mail message to the Director’s last known electronic mail address or to such other electronic mail address as the Director designates from time to time, except that, if the transmitted notice is returned as undeliverable, a different permitted method of notification must be used.

    Section 3.

    The Executive Committee shall meet on call of the President or of any three of its members.

    Section 4.

    Fifteen members shall constitute a quorum for meetings of the Chapter; five members shall constitute a quorum for meetings of the Board of Directors of the Chapter; and three members for meetings of the Executive Committee.

    Article VI – Indemnification

    Section 1.

    The Chapter shall indemnify its Directors and officers against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of the Chapter, by reason of the fact that such person was serving as a Director or officer of the Chapter, to the fullest extent permitted by the Michigan Nonprofit Corporation Act. The Chapter may indemnify persons who are not Directors or officers to the extent authorized by resolution of the Board or by contractual agreement authorized by the Board. A change in the Michigan Nonprofit Corporation Act, the Articles of Incorporation, or these by-laws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.

    Section 2.

    Unless ordered by a court or otherwise provided by law, the Chapter shall indemnify a person only upon termination that the person acted in good faith an in a manner the person reasonably believed to be in or not opposed to the Chapters’or members’ best interests. Such determination shall be made (1) by majority vote of a quorum of the Board consisting of Directors who were not parties to the action or suit, (2) if a quorum of disinterested Directors is not obtainable, by a majority vote of a committee of Directors who were not parties to the action and consisting of not less than two disinterested Directors, (3) by independent legal counsel in a written opinion, or (4) by the members.

    Article V – Dues

    Section 1.

    Dues shall be payable in advance on the first day of enrolllment as a Chapter member and annually therafter on June 1st. Membership dues in the Chapter shall be set by the Chapter Board of Directors for all classes of membership. Chapter dues shall not exceed one-half of the Institute dues for corresponding classifications of membership. Chapter dues for Affiliate Chapter Members will not be less than those levied on ACI individual members who are members of the Chapter.

    Article VII – Dissolution

    Section 1.

    If the Chapter’s purposes fail or if the Chapter ceases to be approved as a tax-exempt organization under the Internal Revenue Code, and any such defect is not cured by appropriate amendment, or if the Chapter voluntarily dissolves, then all of the Chapter’s assets and accumulated income shall be distributed to the American Concrete Institute, if it is then an organization described in Section 501(c) (3) of the Internal Revenue Code; otherwise to such other organizations having similar aims and objectives as the Directors (or in default of designation by the Directors, the Circuit Court for the County of Kent, Michigan) shall designate as best accomplishing the purposes for which the Chapter was formed, provided that the organizations receiving such assets are qualified as tax-exempt under Section 501(c) (3) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax laws. The Chapter shall be dissolved after all its property has been so distributed.

    Article III – Directors & Officers

    Section 1.

    The Chapter officers shall be the President, Vice-President, Secretary and the Treasurer. The President, Vice-President, and Directors shall be members of the American Concrete Institute and of the Chapter. The Vice-President and Directors shall be elected by members of the Chapter. The Secretary and Treasurer shall be appointed by the Board of Directors of the Chapter.

    Section 2.

    The President, Vice-President, most recent available Past President, and Directors shall constitute the Board of Directors of the Chapter.

    Section 3.

    The President for each year shall be the Vice-President from the previous year.

    Section 4.

    At least 40 days before each annual meeting, the Committee on Nominations shall report to the Secretary the candidates nominated for offices to become vacant at the next annual meeting and ten candidates for membership on the Committee on Nominations which is to serve in the following year. In the selection of candidates for Directors, the Committee on Nominations shall have due regard for diversity of professional and geographical representation. Each candidate for the office of Vice-President or Director must have given consent to his nomination before the report is published and must be a member of the International ACI. The Secretary shall cause notice of all such nominations to be transmitted to the membership of the Chapter at least 30 days prior to the next ensuing annual meeting. Additional nominations for offices or for membership on the Committee on Nominations may be made within 15 days thereafter by petition to the Board of Directors of the Chapter and signed by at least 10 members of the Chapter. The complete list of nominations shall be submitted at least 15 days before each annual meeting to the Chapter membership for letter ballot to be canvassed at the annual meeting and the result announced. The candidate for any office receiving the most

    Section 5.

    Terms of office shall be as follows: President, one year; Vice-President, one year; Directors, three years; with two Directors elected each year. The number of Directors may vary depending on the size of the Chapter. A year is here construed as the period between the reports of tellers on canvass of ballots for Chapter Board members at two successive annual meetings.

    Section 6.

    A President, Vice-President, or Director, having served a full term after having been elected to that office shall be ineligible for re-election to the same office until the lapse of at least one year.

    Section 7.

    The term of each officer shall begin immediately on the announcement at the annual meeting by the tellers of the canvass of ballots by which he is elected and shall continue until a successor is elected.

    Section 8.

    A vacancy in the office of President shall be filled by the Vice-President.

    Section 9.

    Vacancy in any office shall be filled by appointment by the Board of Directors of the Chapter for the unexpired term, except as provided in Section 8.

    Section 10.

    In the event of disability of any officer of the Chapter, or neglect in the performance of the duties of the office, the Board of Directors of the Chapter shall declare the office vacant and appoint a replacement for the remaining term of office.

    Section 11.

    The Board of Directors of the Chapter shall have a general supervision of the affairs of the Chapter. It shall authorize and appoint the chairmen of such administrative and technical committees and assign to them such duties and such authority, as it deems needful to carry on the work of the Chapter. Additional committee members shall be appointed by the President. Affiliate Chapter Members shall be eligible to be a chairman or member of committees.

    Section 12.

    There shall be an Executive Committee of the Board of Directors of the Chapter consisting of the President and three of its members appointed by the Board of Directors of the Chapter.

    Section 13.

    The Executive Committee shall manage the affairs of the Chapter during the interim between the meetings of the Board of Directors of the Chapter.

    Section 14.

    The President shall perform the usual duties of the office. He shall preside at Chapter meetings and at the meetings of the Board of Directors of the Chapter and of the Executive Committee and shall be ex officio member of all committees.

    Section 15.

    The Secretary and Treasurer shall perform such duties, furnish such bond, and receive such remuneration as shall be determined by the Board of Directors of the Chapter. The Vice-President shall discharge the duties of the President in his absence. In the absence of the President and the Vice-President, a President Pro Tem, appointed by the Board of Directors of the Chapter, shall discharge such duties.

    Article VIII – Amendments

    Section 1.

    Proposed amendments to these By-Laws, signed by at least 15 members, if presented in writing to the Board of Directors of the Chapter 60 days before the annual meeting shall be mailed to the membership at least 15 days prior to the annual meeting. These amendments shall be presented at the annual meeting and may be discussed and amended and be passed to letter ballot by a two-thirds affirmative vote of eligible voters present and voting. A two-thirds majority of the votes cast by letter ballot canvassed within 60 days, but not less than 30 days, after mailing ballot forms shall be necessary for their adoption. Affiliate Chapter Members, Junior Members, and Student Members shall not be eligible to propose or vote on amendments to the Chapter By-Laws.