BYLAWS

OF THE

CENTER for BOOK PUBLISHING

Article I – Name and Offices

Section 1. Name. The name of this organization, which was incorporated on June 9, 2015, under the Nonprofit Corporation Act of the State of Michigan, is Center for Book Publishing. Hereafter in these Bylaws, it is called the “Center.”

Section 2. Principal Office. The principal office of the Center shall be in the State of Michigan.

Article II – Membership

The Membership of the Center shall consist of Author Members and Business Members. The general term “Member” includes both Author Members and Business Members, as set forth herein.

Section 1. Author Members. Any individual shall be eligible for Author Membership, provided that the following qualifications are met:

(1) The Member is writing or has written a work of original creation that is intended to be or has been published in book format for sale to the general public.

(2) The Member must certify that it meets the qualifications of this Section 1 and conducts its business according to the Center’s Code of Conduct, its Best Practices, and other Membership guidelines as may be established by the Center.

Each Author Member shall have the right to one (1) vote at all meetings of the Center.

Section 2. Business Members. Any commercial enterprise (corporation, company, partnership, limited liability company, non-profit association or corporation, proprietorship or individual) engaged in business, commerce, or trade primarily in the book publishing industry, shall be eligible for Business Membership, provided the following qualifications are met:

  • More than 50 percent of the member’s total sales volume, including that of all subsidiaries and affiliates, is from products and services provided to the book publishing industry in one or more of the following areas:
    1. Book editing
    2. Book design
    3. Book promotion
    4. Book production or printing
    5. Book sales
    6. Book distribution
    7. Book publishing
    8. Training, developing, or educating authors and publishing professionals in writing or publishing.

(2) The Member must certify that it meets the qualifications of this Section 2 and conducts its business according to the Center’s Code of Conduct, Best Practices, and other Membership guidelines as may be established by the Center.

Each Business Member shall have the right to one (1) vote at all meetings of the Center. A Business Member shall appoint one of its officers, board members, and/or full-time employees as its Representative to act for it in the affairs of the Center. It may from time to time, in the absence of such appointee, designate from among its officers, board members and/or full-time employees, an alternate to represent it temporarily and vote on its behalf. The term “Business Member” as used hereinafter, shall mean either a Business Member or a duly appointed Representative or alternate.

Section 3. Application for Membership. Application for Membership shall be submitted in a form approved for such purpose by the Executive Director. To be admitted to Membership, each applicant must be approved by the Executive Director.

A Member’s liability for payment of dues shall commence on the first day of the month that is most coincident with approval of the application. No Member shall have the right to vote until the Member’s dues have been paid.

Section 4. Termination. A Membership may be terminated (a) by the Board of Directors, for conduct determined in the sole discretion of the Board of Directors to be prejudicial to the welfare of the Center or its Members; or (b) by the Executive Director for failure to meet or continue to meet the qualifications for membership; or (c) for failure to pay dues within sixty (60) days after renewal date, provided that in any case notice of impending action has been given to the Member and opportunity for hearing has been offered. Upon termination of Membership, 50% of any dues paid for the current Membership year will be refunded if less than half of the Membership year has passed.

Section 5. Resignation. Any Member may resign at any time. Such resignation shall not relieve the Member from paying any outstanding indebtedness due the Center. The resignation shall take effect at the specified time, or if no time is specified, at the time of notice to an officer of the Center. A resigning Member shall not be entitled to a refund of any portion of Member­ship dues.

Section 6. Voting Rights. All Author Members and Business Members, as herein above defined and described, and in good standing, shall be entitled to vote.

Section 7. Membership Dues and Affiliate Fees. The Board of Directors shall determine the amount of annual Membership dues and the manner of payment, but the changes therein shall not be effective until thirty (30) days after the Members are noti­fied of such change.

Section 8. Assessments. No assessment shall be levied by the Board of Directors on the Members unless so authorized by the majority vote of the Members at a special meeting of the Members called for the purpose, or at an annual meeting of the Members at which action on the proposed assessment is a stated item of business. If any assessment shall be so authorized, any Member who elects to resign from Membership rather than pay the assessment shall incur no liability therefor.

Section 9. Code of Conduct. Each Member agrees to be bound by and follow the following Code of Conduct, as it may be amended from time to time:

  1. All Business Members will strive to provide the highest quality services to authors, other Members, and the general public.
  2. All fees and other charges for a Business Member’s services shall be completely and transparently disclosed prior to execution of a contract.
  3. All Business Members will adhere to the Center’s Best Practices and shall disclose any variation from those Best Practices to its customers.
  4. All Author Members will provide their readers with a book that is well written, professionally edited, and is produced in accordance with industry standards.
  5. Author Members will not intentionally defame any person or company, provide false or misleading information, and will not infringe on the intellectual property of any other person.

Section 10. Best Practices. The Executive Director will establish, with input from Members and the public, guidelines for conducting business by Members to insure the highest quality and repute for the book publishing industry. These guidelines will be based on trade customs, generally accepted business practices in the specific area of business, and other legal and moral considerations. Upon approval by the Board of Directors, these guidelines shall be known as the Best Practices for its Members.

Article III – Meetings of Members

Section 1. Annual Meetings. The annual meeting of the Members of the Center for the election of Directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a day other than Saturday or Sunday, other than major religious holidays, and other than a Federal holiday during the month of September, October or November in each year, at a time and place which has been approved by the Board of Directors.

Section 2. Special Meetings. Special meetings of the Members of the Center may be called at any time by the Board of Directors or shall be called by the Chairman of the Board upon the written request of ten (10) percent or more of the Members in good standing and entitled to vote, determined as of the first date a Member signs a request. The written request must specify the business proposed for consideration at the proposed meeting and must be delivered personally or sent by registered mail or by facsimile transmission to the Secretary. All special meetings shall be held at the principal office of the Center unless the Board of Directors designates some other place.

Section 3. Notices. Notice of the time and place of each annual or special meeting of the Members of the Center shall be served by mail, or electronic mail if authorized by the Member, not less than ten (10) nor more than fifty (50) days before the meeting, upon each Member whose name appears on the books of the Center as a Member in good standing and entitled to vote. Such notice shall be sent to each Member at its mailing or electronic address as they ap­pear on the books or records of the Center. Notice of each annual or special meeting of the Center shall state the purpose or purposes for which the meeting is called.

Section 4. Quorum. At any meeting of the Members of the Center, unless otherwise provided by law or these Bylaws, at least 25 (twenty-five) of the Members in good standing and entitled to vote, present in person, by proxy or by remote communication, shall constitute a quorum for all purposes.

Section 5. Voting and Ballots. At every duly called meeting at which a quorum is present, each Member in good standing and entitled to vote shall be entitled to one vote on all questions properly submitted for a vote of the Members, which vote may be cast in person, by proxy, or by electronic or remote communication. Directors shall individually be elected by a majority of the votes cast by Members entitled to vote. Votes for Director positions may not be cumulative. Any other action taken by vote of the Members who are in good standing and entitled to vote shall be authorized by a majority vote thereon, except as provided otherwise in these Bylaws or in law..

Section 6. Record Date. Unless otherwise specified in these Bylaws, the record and count of Corporate and Business Members in good standing and entitled to vote shall be determined seventy (70) days prior to each meeting of the Members of the Center, unless the Board of Directors fixes, in advance, a different future date as the record date.

Section 7. Electronic Meetings. The Board of Directors may authorize that any annual or special meeting of the Members of the Center be conducted, pursuant to law, by means of the Internet or other electronic communications technology and not be held at a geographic location.

Article IV – Board of Directors

Section 1. Number of Directors; Eligibility; Composition of Board.

(1) Number of Directors. The entire Board of Directors of the Center, including any ex officio Directors, shall consist of not fewer than three (3) nor more than thirteen (13) Directors. Within those limits the specific num­ber shall be established from time to time by resolution of the Board of Directors. No decrease in the established number of Directors shall have the effect of shortening the term of any incumbent Director.

(2) Eligibility. Only individuals meeting the criteria to be an Author Member or the Representative of a Busi­ness Member shall be eligible for election as a Director with voting rights. Such eligible person shall be nominated for election at an annual meeting of the Center, pursuant to Section 4 of this Article. In the event an elected Director ceases to meet the qualifications set forth in the first sentence of this subsection such Director’s tenure shall immediately terminate and the resulting vacancy may be filled as provided in Section 3 of this Article. The Executive Director shall be an ex officio Director with voting rights, and his/her service as such shall not be subject to the elected Director provisions of Sections 1, 2, 3 and 4 of this Article.

(3) Composition of Board. At least one-third of the total Board of Directors shall consist of Author Members.

Section 2. Terms. Each Director, except for the Executive Director, shall be elected for a term of three (3) years, and until his/her successor has been elected and qualifies, or until his/her earlier resignation, removal or disqualification. Some of the terms of the first elected Board of Directors or upon expansion of the number of Directors may be limited to one (1) or two (2) years so that approximately one-third of the Directors are elected in succeeding years.

Section 3. Vacancies. Any vacancy occurring on the Board of Directors, including any vacancies resulting from an increase in the established number of Directors, may be filled by eligible persons proposed by the Nominating Committee and elected by the vote of a majority of the Directors then in office. In each case, eligibility for nomination is contingent upon the Nominating Committee obtaining a letter from an executive officer of the approved nominee’s Business Member Company, stating that such Member is willing to have such nominee serve, if elected, and will permit him/her to attend Board of Directors meetings regularly. Each eligible Director so elected shall hold office until the next annual meeting of the Members of the Center, or until his/her earlier resignation, removal or disqualification. Prior to the next annual meeting, the Director filling the vacancy or another qualified person, may be nominated by the Nominating Committee, under the provisions of Section 4 of this Article, for election by the Membership to serve for the remaining years of the vacant term.

Section 4. Nominations. At least sixty (60) days prior to the date of each annual meeting of the Center, a Nominating Committee previously confirmed by the Board of Directors in accordance with applicable provisions of Article VI shall submit to the Members in good standing and entitled to vote at the annual meeting the names of eligible persons proposed by the Nominating Committee, and approved by the Board, as nominees for Director. In each case, eligibility for nomi­nation is contingent upon the Nominating Committee obtaining, prior to notification of the Membership, a letter from an execu­tive officer of the approved nominee’s Business Member Company, stating that such Member is willing to have such nominee serve, if elected, and will permit him/her to attend Board of Directors meetings regularly. Members in good standing and entitled to vote may submit the names of additional nominees to the Secretary of the Center upon the following conditions:

(1) Each submission must be in writing and signed by Members or the Representatives of Business Members of at least ten (10) percent of the combined total of Members in good standing and entitled to vote.

(2) The submission must be received at the principal office of the Center at least fifty (50) days prior to the annual meeting.

(3) Each submission must be accompanied by a letter from an executive officer of the nominee’s Business Member Company, stating that such Member is willing to have such nominee serve, if elected, and will permit him/her to attend Board of Directors meetings regularly.

(4) Each person whose name is submitted under conditions (1), (2) and (3) of this section must meet the eligibility require­ments stated in subsection (2) of Section 1 of this Article.

Thereafter, if the above conditions have been met, the Nominating Committee shall add such name or names to the list of nomi­nees to be included in the notice of the annual meeting as described in Article III, Section 3.

Section 5. Duties. The general management of the affairs of the Center shall be vested in the Board of Directors. The Board of Directors shall have control of the property of the Center. The Board shall establish the guiding policies and fiscal controls that govern the functioning of the Center. It shall have power to employ necessary staff and other assistance, to authorize expenditures, to take all necessary steps to carry out the purposes of the Center, to promote its best interests and to do all such lawful acts and things as are not prohibited by the Articles of Incorporation or these Bylaws.

Section 6. Meetings. The annual meeting of the Board of Directors shall be held within three (3) days after each annual meet­ing of the Center. Regular meetings shall be held as determined by the Board pursuant to a resolution or resolutions speci­fying the date, time and place. Special meetings of the Board of Directors may be called by the Chairman, or by the Secretary at the request of any four (4) or more Directors.

Section 7. Notice; Waiver of Notice. Notice of regularly scheduled meetings of the Board of Directors for each one-year period shall be provided annually. Notice of special meetings, including the purpose, shall be provided at least two (2) days prior to the date of the meeting. Meetings may be held without notice as specified above upon the giving of a waiver of notice by all Directors. The presence of a Director at any meeting without objection also shall constitute a waiver of any required notice to such Director.

Section 8. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent thereto in writing or by electronic transmission and the writings or electronic trans­missions are filed with the minutes of proceedings of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote.

Section 9. Attendance by Telephone or Remote Communication. Any one or more Directors, being in a place or places other than that where a Board of Directors meeting is held, may participate in all or part of such meeting by means of a conference-type speaker telephone or other remote communications device, that enables all persons taking part in the meeting to hear each other clearly. Participation by such means shall constitute presence in person for all or such part of the meeting that the communications device is in active service.

Section 10. Quorum; Voting. At all meetings of the Board of Directors, a majority of the number of Directors in office be­fore the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board except as otherwise specifically provided herein, in the Articles of Incorporation or by statute. If at any meeting there is less than a quorum pres­ent, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director.

Section 11. Compensation. Directors shall not receive any compensation for serving as such, but may be reimbursed for reasonable expenses, excluding travel expenses, incurred in executing their duties as Directors.

Section 12. Failure to Attend Regular Meetings. In any case where a Director fails to attend three (3) consecutive regular meetings of the Board of Directors, the Board may, at the third consecutive meeting and by the affirmative vote of a major­ity of the Directors then in office, declare the office of such Director vacant and elect a new Director in accordance with the provisions of Section 3 of this Article.

Section 13. Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall take effect at the time specified, or if no time is specified, at the time of notice to the Executive Director or Secretary. The acceptance of a resignation shall not be necessary to make it effective. Directors may be removed for cause by the affirmative vote of a majority of the Directors then in office.

Section 14. Initial Board of Directors. The incorporator of the Center shall appoint the initial Board of Directors consisting of three (3) individuals who meet the eligibility qualifications set forth in Section 1, paragraph 2 of this Article. This initial Board of Directors shall serve until their successors are duly elected at the first General Membership meeting and shall have all of the rights, duties, and obligations of the Board of Directors as set forth in these Bylaws.

Article V – Committees of Directors and Other Committees

Section 1. Standing Committees of the Board of Directors. There shall be three standing committees of the Board of Directors, constituted as stated below:

 (1) Nominating Committee. The membership of this committee shall consist of at least three (3) Directors. The chair­man and members shall be appointed at each annual meeting of the Board of Directors by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. In addition to any duties specified elsewhere herein, or as delegated to it from time to time by the Board of Directors, the Nominating Com­mittee shall, in accordance with Article IV, inform the Board timely each year of the names of the nominees for the Board of Directors, and obtain the approval of such nominees by the Board of Directors. At the intervals specified in these Bylaws, the committee shall, as specified in Article VI, nominate for election by the Board of Directors, a slate of principal elected and principal appointed officers of the Center.

(2) Audit Committee. The membership of this committee shall consist of at least three (3) Directors. The Executive Director shall not be a member of the committee. The chairman and members shall be appoint­ed at each annual meeting of the Board of Directors by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. The committee shall oversee the Center’s internal accounting and operational controls, including assessment of financial, operational, and compliance risk management; manage the relationship with the Center’s independent auditor(s); review the Center’s financial statements and the findings of the independent auditor(s); establish and maintain procedures for the receipt, retention and treatment of complaints received by the Center regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of the Center of concerns regarding questionable accounting or auditing matters; and perform other functions as requested by the Board.

(3) Compensation, Investment & Succession Committee. The membership of this committee shall consist of at least three (3) Directors, including the Vice Chairman/Treasurer, who shall serve as chairman of the committee. The Executive Director shall not be a member of the committee. The members shall be appointed at each annual meeting of the Board of Directors by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. Upon a vacancy in the office of the Executive Director or the Secretary, the committee shall nominate a candidate to the Board of Directors to fill the office. The committee shall also establish the Center’s general policy regarding compensation for the Executive Director and other officers; oversee the investment policies that govern management of the reserve fund of the Center; review and approve a succession plan for Center leadership; and perform other functions as requested by the Board.

(4) Board of Directors Acting as Standing Committees. If the Board of Directors consists of five or fewer Directors as determined under Article IV, Section 1, paragraph 1, then the entire Board of Directors shall serve as the Standing Committees.

Section 2. Other Committees of the Board of Directors. The Board of Directors may, by the affirmative vote of a majority of the Directors then in office, appoint one or more other committees whose membership shall consist of Directors, for such purposes and with such powers as the Board of Directors, consistent with law, may provide. The chairmen and members of such committees shall be appointed by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office.

Section 3. Tenure. Each member of any committee of the Board of Directors, shall hold office until the next annual meeting of the Board of Directors following his/her appointment and until his/her suc­cessor is designated by the Chairman of the Board and confirmed by the Board of Directors.

Section 4. Meetings and Notices. Regular meetings of the standing or other committees of the Board of Directors may be held upon the giving of at least five (5) business days’ notice by the committee chairman. They may also be held at such times and places as the committees may determine from time to time by resolution. Special meetings of Board committees may be called by the committee chairman or any two members upon not less than two (2) days’ notice. Any member of a Board committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice which shall be filed with the records of such meeting. The presence of a member at any meeting without objection also shall constitute a waiver of any required notice.

Section 5. Quorum. A majority of the members of a standing or other committee of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting thereof. The vote of a majority of the members of a committee of the Board of Directors present at a meeting at which a quorum is present shall constitute action by the com­mittee.

Section 6. Action Without a Meeting. Any action required or permitted to be taken at a meeting of a committee of the Board of Directors may be taken without a meeting if all members of the committee consent thereto in writing or by elec­tronic transmission and the writings or electronic transmissions are filed with the minutes of proceedings of the committee.

Section 7. Attendance by Telephone. Members of committees of the Board of Directors may participate in a meeting by means of conference-type speaker telephone or similar communications device by which all persons participating in the meeting may hear each other clearly. Such participation shall constitute presence in person at the meeting.

Section 8. Vacancies. Any vacancy occurring on any committee of the Board of Directors, may be filled by appointment by the Chairman of the Board, confirmed by the affirmative vote of a majority of the Directors then in office.

Section 9. Attendance by Telephone or Remote Communication. Any one or more committee member, being in a place or places other than that where a committee meeting is held, may participate in all or part of such meeting by means of a conference-type speaker telephone or other remote communications device, that enables all persons taking part in the meeting to hear each other clearly. Participation by such means shall constitute presence in person for all or such part of the meeting that the communications device is in active service.

Section 10. Resignation or Removal from Committee. Any member of any standing or other committee of the Board of Directors may resign from the committee at any time by giving notice to the committee chairman, the Executive Director or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof. Any member of a committee of the Board of Directors Committee may be removed from the committee when it is judged by the Board of Directors that the best interests of the Center will be served thereby.

Article VI – Officers

Section 1. Positions. The officers of the Center shall be a Chairman of the Board, a Vice Chairman, an Executive Director and a Secretary, each of whose powers and duties are described hereinafter, and any num­ber of other officers appointed under Section 6(1) of this Article. Any number of offices may be held by the same person, unless the Articles of Incorporation, these Bylaws or a statute provide otherwise. Election or appointment of an officer shall not in itself create any contractual rights.

Section 2. Election and Term of Office.

(1) Principal Elected Officers. The principal elected officers of the Center shall be the Chairman of the Board and Vice Chairman, each of whom shall be chosen from among the elected Directors. The term of each principal elected officer shall be two (2) years, which shall commence at the conclusion of an annual meeting of the Center, and until his/her successor has been elected and qualified or until his/her death, resignation, removal or disqualification as a Director prior thereto. The election of principal elected officers, including any election to fill the remainder of a term upon a vacancy, shall require the affirmative vote of a majority of the Directors then in office.

(2) Principal Appointed Officers. The principal appointed officers of the Center shall be the Executive Director and Secretary, each of whom shall be appointed by the Board of Directors upon the affirmative vote of a majority of the Directors then in office and hold office until his/her successor is elected and qualified or until his/her earlier death, resignation or removal.

Section 3. Resignation and Removal. Any elected officer who ceases to meet the eligibility qualifications for Director, as stated in Article IV, shall have his/her tenure as an officer immediately terminated. Any officer may voluntarily resign at any time by delivering a resignation to the Board of Directors, the Executive Director or the Secretary. When­ever, in the judgment of the Board of Directors the best interests of the Center will be served thereby, any principal elected or principal appointed officer may be removed from office by the affirmative vote of a majority of the Directors then in office. Such removal shall not prejudice the contractual rights, if any, of the person removed.

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all duly called annual and special meetings of the Center and of the Board of Directors. He/she shall be chosen from among the elected Directors. The Chairman of the Board shall have general supervision of all the business and affairs of the Center, and shall have such other duties as may from time to time be determined by the Board of Directors.

Section 5. Vice Chairman. The Vice Chairman shall be chosen from among the elected Directors. In the absence or disability of the Chairman of the Board, the Vice Chairman shall perform the duties of the Chair­man. Should the office of Chairman of the Board become vacant, the Vice Chairman shall perform its duties until the Board of Directors shall have acted to elect a Chairman of the Board.

Section 6. Executive Director. The Executive Director shall be appointed by the Board of Directors and shall be the chief staff executive and chief executive officer of the Center. He/she shall be an ex officio Director with voting rights and shall normally be a full-time employee of the Center. The Executive Director shall, subject to the direction of the Board of the Directors and the appropriate officers of the Center:

(1) Appoint such other staff officers, as the Executive Director may deem necessary, who shall hold office for such period, exercise such powers and perform such duties as may be determined from time to time by the Executive Director;

(2) Provide overall supervision of staff activities and Center programs; be responsible to the Board of Directors for the quality of Center service and for the maintenance of strong relationships with government and industry;

(3) Be responsible for establishing and maintaining appropriate flow of information between the Board of Directors and the respective elements of the Membership;

(4) Oversee the establishment, timely recording and maintenance of such books and records as the Board of Directors or the Executive Director, may from time to time determine;

(5) Develop and recommend policies, procedures, practices and programs for furthering the interests and beneficial results of the Center;

(6) Assist the other officers of the Center in carrying out their respective duties;

(7) Serve as the chief representative and spokesman of the Center to the publishing community, other publishing associations, the branches of the Federal, state and local governments, and the public; and

(8) Have such other duties and powers as may from time to time be determined by the Board of Directors.

The Executive Director, in exercising his/her duties, shall be responsible on a day-to-day basis to the Chairman of the Board, and on a general basis to the Board of Directors. In no case shall the Executive Director be empowered to perform any duties of the Chairman of the Board.

Section 7. Secretary. The Secretary shall be appointed by the Board of Directors per Article VI, Section 2, of these Bylaws, in consultation with the Executive Director. He/she shall attend all meetings of the Board of Directors and annual and special meetings of the Center, and shall record all votes and minutes of all proceedings. The Secretary shall attend to the giving and serving of notice of all meetings of the Board of Directors and of the Center. The Secretary shall have custody of the corporate seal and shall be responsible for the corporate records of the Center and for such books, documents and papers as the Board of Directors shall determine. The Secretary shall be regularly furnished a record of the names and addresses of all Members of the Center and shall have supervision of all such books and records that shall, as prescribed by law, be open for inspection. The Secretary shall in general perform all duties incident to the office, subject to the control of the Board of Directors and shall perform such other duties as may be assigned to him/her by the Board. At the request of the Secretary, or in his/her absence or disability, the Board of Directors may appoint an Acting Secretary on a temporary basis. The Acting Secretary may at any time and from time to time perform any and all of the duties and possess all of the powers of the Secretary, and shall have such duties as the Board of Directors or the Chairman of the Board or the Secretary may from time to time determine.

Section 8. Compensation. The Board of Directors, in its sole discretion, shall determine the compensation of the Executive Director, taking into account the recommendations of the Compensation, Investment & Succession Committee. Compensation of other officers shall be based upon the recommendation of the Executive Director and, at its discretion, reviewed/approved by the Compensation, Investment & Succession Committee. The Chairman and Vice Chairman shall not be compensated in their capacity as officers.

Section 9. Limits on Terms. No person shall be elected Chairman of the Board for more than one two (2) year term without the consent of all the Directors present at the meeting of the Board of Directors at which such election is proposed to be made. There is no limit imposed on the number of terms that may be served by other elected officers.

Article VII – Indemnification and Liability Limit

Section 1. Indemnification.

(1) In accordance with the requirements of the State of Michigan Nonprofit Act 162, Public Acts of 1982, (“the Act”), the Center may indemnify and advance expenses to an individual who is a party to a proceeding because he/she is or was a Director or an officer of the Center, against liability incurred in the proceeding.

(2) The Center shall indemnify a Director or officer to the extent the Director or officer was successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer was a party because the Director or officer was a Director or officer of the Center, against reasonable expenses incurred by the Director or officer in connection with the proceeding.

Section 2. Limitations on Liability of Directors, Volunteers, and Employees.

(1) A Director shall not be liable to the Center or its members for any decision to take or not to take action, or any failure to take any action, as a Director, except as provided in the Act.

(2) Provided the Center maintains liability insurance with a limit of coverage of not less than $200,000 per individ­ual claim and $500,000 per total claims that arise from the same occurrence, any person who serves as an officer, director, trustee, or other person who performs services for the Center and who does not receive compensa­tion other than reimbursement of expenses for those services (each, a “volunteer”), shall be immune from civil liability except as provided in the Act. The Center shall be liable for the conduct of a volunteer only to the extent of the applicable limit of insurance coverage it maintains.

(3) An employee of the Center shall not be held personally liable in damages for any acts or omissions in providing services or performing duties on behalf of the Center in an amount greater than the amount of total compensa­tion, other than reimbursement of expenses, received from the Center for performing those services or duties during the 12 months immediately preceding the act or omission for which liability was imposed, except as provided in the Act. This limitation of liability shall not apply to any licensed professional employee operating in his/her pro­fessional capacity. The Center shall be liable for the conduct of an employee only to the extent of the applicable limit of insurance coverage it maintains.

Article IIX – Interpretation and Construction of Bylaws

All questions of interpretation or construction of these Bylaws shall be decided by the affirmative vote of at least two-thirds of the Directors then in office.

Article IX – General Provisions

Section 1. Execution of Instruments. All checks and demands for money and notes of the Center shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 2. Seal. The Center may have a seal of such design as the Board of Directors may adopt and it shall bear the name of the Center. If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required.

Section 3. Fiscal Year. The fiscal year of the Center shall begin on January 1 and end on December 31 of each year.

Article X – Amendment of Bylaws

Any proposal for amendment, repeal or alteration of these Bylaws, in whole or in part, shall be referred to the Board of Directors. The proposal may be adopted by the affirmative vote of at least two-thirds of the Directors then in office. The text of any proposal so enacted shall be made known to the Membership, along with an explanation of its basis, in the next succeeding issue of the Center’s periodic newsletter or journal. Any amendment to Articles IV or VI of these Bylaws must be approved by a majority vote of the Members present at an Annual Meeting of the Members of the Center.