BYLAWS OF THE NATIONAL ASSOCIATION OF MINORITY AUTOMOBILE DEALERS (NAMAD)

Section 1. Registered Office. The Corporation shall have and continuously maintain, in the State of Michigan, a registered office.

The Corporation may, by resolution of the Board, change the location of the registered office to any other place in Michigan.

Section 2. Other Office. The Corporation may also maintain offices for its official conduct of business at such other places, within or outside of the State of Michigan, as the Board may, from time to time, establish.

Section 3. Principal Office. The address of the principal office of the Corporation is 8401 Corporate Drive, Suite 405, Lanham, Maryland 20785. The Board of Directors may, from time to time, change the location of the principal office.

Section 4. Resident Agent. The Corporation shall have and continuously maintain, in the State of Michigan, a resident agent, which agent may either be an individual resident in the State of Michigan whose business office is identical to the Corporation’s registered office, a domestic or domestic business corporation, or a foreign or foreign business corporation authorized to conduct affairs or transact business in the State of Michigan and having a business office identical with the Corporation’s registered office.

Section 5. Required Filing with the State of Michigan. The Corporation may change its registered office, resident agent, or both, upon filing a statement with the appropriate agency of the State of Michigan executed by the Secretary of the Corporation, setting forth:

1. The name of the Corporation;
   
   
2. The street address of its then registered office, and its mailing address if different from its street address;
   
   
3. If the address of its registered office has changed, the street address and the mailing address, if different from the street address, to which the registered office is to be changed;
   
   
4. The name of its then registered agent;
   
   
5. If its resident agent is changed, the name of its successor resident agent;
   
   
6. That the address of its registered office and the address of the business office of its resident agent, as changed, will be identical; and,
   
   
7. That such change was authorized by resolution duly adopted by the Board.

Section 1. Membership/ Directorship. The Corporation shall be organized as a Michigan non-profit corporation on a nonstock, membership basis. The business and affairs of the Corporation shall be managed by a Board of Directors.

Section 1. Purpose. The purposes of the Corporation shall be to do such things and to perform such acts to accomplish its purposes as set forth in the Articles of Incorporation in accordance with and as are not forbidden by Sections 501(C)(3) and (C)(6) of the Internal Revenue Code of 1954, or comparable provisions of subsequent legislation, with all the power conferred on non-profit corporations by the laws of the State of Michigan.

Section 2. Purpose. The Corporation shall primarily be operated exclusively for charitable, scientific and educational purposes as a non-profit corporation, in accordance with Section 501 (C)(3) of the Internal Revenue Code of 1954, as amended, and shall receive and administer funds for said non-profit purposes.

Section 3. Purpose. No director or officer of the Corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the Corporation shall inure to the benefit of any director, officer or private individual. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in any political campaign on behalf of any candidate for public office.

Section 4. Purpose. The Corporation shall be operated to promote the common business interests of its members, and its activities shall be directed towards the improvement of the business conditions of its members. In the furtherance of these stated purposes, the Corporation shall advocate for and negotiate on behalf of its members towards the promotion of their common business interests.

Section 1. Members. The Corporation shall have, in addition to the Board of Directors, who shall also be members, members of the Corporation who shall be eligible for membership and qualify therefor in one the following categories:

1. Members- any person, upon application, who is a member in good standing of the line group association for all stores for which the franchise dealer is eligible for membership, and who is an existing ethnic minority General Motors Franchise Dealer, DaimlerChrysler Motors Franchise Dealer, Ford, Lincoln, Mercury Franchise Dealer, or any person, upon application, who is an existing ethnic minority franchise dealer of an international nameplate automobile manufacturer, including, but not limited to, Toyota Motor Sales U.S.A. Inc., American Honda Motor Co., Nissan Motor Corporation USA and Volkswagen of America Inc. shall be eligible to become a member of this corporation entitled to the rights and privileges of membership then pertaining.
   
   
2. Associate Member – any ethnic minority person, who upon application, is a former General Motors Franchise Dealer, DaimlerChrysler Corporation Franchise Dealer, Ford Motor Company Franchise Dealer, or an international nameplate manufacturer, shall be eligible to become an Associate Member of this Corporation entitled to the rights and privileges then pertaining.
   
   
3. Corporate Member – any corporation, association, business enterprise, partnership, or organization, who upon application and meeting all eligibility requirements, may become a Corporate Member of this Corporation entitled to the rights and privileges then pertaining.
   
   
4. Affiliate Organization – as used or referred to in these bylaws shall mean the legally separate and distinct Organizations of Automotive Dealer Associations representing ethnic minority dealers.
   
   
5. Affiliate Member – any person representing a firm or corporation engaged in selling products or services to regular members of the Corporation; persons employed by governmental agencies and educational institutions; and lawyers, certified public accountants, and other members of learned professions who provide services to the regular members of the Corporation. Policies governing the participation of Affiliate Members shall be determined by the Board of Directors. An Affiliate Member may not serve as a member of the Board of Directors. Affiliate Members may not serve on committees.

For the conduct of all official business of the Corporation, including the provisions of sections 12 and 13 of Article IV, only Members, as defined in Article IV, Sections 1 (a) and (b) shall have the right to the vote.

Membership shall not be transferable and shall be terminated upon death, resignation, expulsion or expiration of a term of membership.

Section 2. Ownership, Title, Interest. No person, whether a Member, Associate Member, Corporate Member, Affiliate Organization or Affiliate Member shall have any title to ownership or interest in, and to any assets of the Corporation, nor any of its property or earnings (either individually or in any other capacity). No part of the net earnings of the Corporation shall inure to the benefit of any member; regardless of whether that member is an officer and/or director.

Section 3. Dues. There shall be required of all persons, as a condition of membership and continued membership, the payment of dues. Dues shall be determined and assessed by the Board of Directors in amounts and/or levels as is in the sole discretion of the Board. Dues shall be assessed as a condition of application for Members and Associate Members and Corporate Members, and shall be annually, thereafter, reassessed by the Board.

Section 4. Special Assessments. In the sole discretion of the Board of Directors, Special Assessments shall be made upon the membership and when made/shall be payable within thirty (30) days of notice after assessment.

Section 5. Term of Membership. Membership shall be on an annual basis, renewable as determined by the Board of Directors.

Sections 6. Resignation. A member may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or subsequent time as set forth in the notice of resignation. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, or other charges theretofore accrued and unpaid.

Section 7. Expulsion. A member may be expelled, with cause, by vote of a majority of the Board or by vote of a majority of the voting members after notice thereof to the member not less than thirty (30) days before said meeting where action on expulsion is to be taken. Failure to remain a member in good standing of the line group association for all stores for which the franchise dealer is eligible for membership constitutes grounds for expulsion of a member. For any cause other than nonpayment of dues, a vote for expulsion shall occur only after the member complained against has been advised of the compliant lodged and has been given reasonable opportunity for defense; and such member, if expelled, may appeal from the decision of the Board or the membership to the Annual Business Meeting of the Corporation providing that notice of intent of appeal is provided to the Chairperson at least thirty (30) days in advance of the meeting. Only those charges brought by a voting member will be considered.

Section 8. Reinstatement. A former member desiring a continuous member record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying the current year’s dues, plus a reasonable reinstatement fee as established by the Board of Directors.

Section 9. Regular Meetings. A regular meeting of the Membership may be held either within or without the State of Michigan.

Regular meetings of the Membership shall be held whenever the Board deems necessary. The business to be transacted at, and the purpose of, a regular meeting must be specified in the notice or waiver of notice of the meeting. Written notice of the time, place and purpose of a meeting of members shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, or may be included by being prominently displayed in a newspaper or other periodical regularly published at least semiannually by or in behalf of the Corporation and mailed at postage rates complying with the regulations of the United States Postal Service addressed to a member entitled to vote at a meeting not less than ten (10) nor more than sixty (60) days before the meeting. The first meeting of each newly elected Board shall be held without notice immediately after and at the same place, as the annual meeting of the Corporation for the purpose of the organization of the Board, the election of officers, and the transaction of such other business as may properly come before the meeting.

When a meeting is adjourned to another time or place, it is not necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting in which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record.

Section 10. Special Meetings. Special meetings of the Membership may be called by the Chairperson of the Board or shall be called by the Secretary on the written request of twenty-five percent (25%) of the Board members. Such meetings may be held either within or without the State of Michigan. A special meeting shall be held only when notice of the time and place is mailed to each Board member, directed to the address which appears on the records of the Corporation, at least two (2) days before the day on which the meeting is to be held, or sent by telegraph, radio or cable, or telephone or delivered personally, not later than the day before the day on which the meeting is to be held. Upon application of not less than ten percent (10%) of all the members entitled to vote at a meeting, the circuit court for the county in which the registered office is located, for good cause shown, may order a special meeting of the members to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in the order. At any such meeting ordered to be called by the court, the members present in person or by proxy and having voting powers constitute a quorum for the transaction of business designated in the order.

The business to be transacted at, and the purpose of a special meeting must be specified in the notice or waiver of notice of the meeting.

Section 11. Attendance Constituting Waiver of Notice. At both regular and special meetings, attendance of a Member at a meeting, in person or by proxy, constitutes a waiver of notice of the meeting, except where a Member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 12. Participation by Telephone Conference. A member may participate in a meeting by a telephone conference or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 13. Corporate Action Without a Meeting. Any action required or permitted to be taken at an annual or special meeting of Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by the members having not less than the minimum number of votes necessary to authorize or take the action at a meeting at which all members entitled to vote thereon were present and voted. Prompt notice of the taking of the Corporate action without a meeting by less than unanimous written consent shall be given to members who have not consented in writing.

Section 14. Quorum. One-fifth (1/5) of the members of the Corporation, present in person or by proxy, as said members are shown on the books of the Corporation, shall constitute a quorum for the transaction of business at any annual meeting, regular meeting or special meeting of the members.

Section 15. Manner of Acting. The act of a majority of the members present, in person or by proxy, at a meeting at which a quorum is present shall be the act of the members of the Corporation, unless the act of a greater number is required by law, by the Articles of Incorporation or by these Bylaws.

Section 16. Amendments to Articles. Amendment to the Articles of Incorporation shall be made in accordance with the provisions of the Non-Profit Corporation Act of the State of Michigan.

Section 17. Amendments to Bylaws. Amendment to the Bylaws of the Corporation shall be made in accordance with the provisions of the Non-Profit Corporation Act of the State of Michigan.

Section 1. General Powers. Except as otherwise provided by law, the business affairs of the Corporation shall be managed by its Board of Directors (“Board”). The Board shall have general management and control of the business and affairs of the Corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Sections 501(c) (6) and 501(c)(3) of the Internal Revenue code of 1954 (or comparable provisions of subsequent legislation not inconsistent with these Bylaws, the Article of Incorporation or with the laws of the State of Michigan.). In addition to, and not in limitation of, all powers express or implied, now or hereafter conferred upon the Board of Directors of non-profit corporations and in addition to the powers mentioned in and implied from Article III of these Bylaws, the Board shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all property of the Corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interest of the Corporation and in furtherance of its purposes. The Board of Directors shall have supervision, control and direction of the affairs of the Corporation, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee.

Section 2. Number. The number of Board members shall be not less than seven (7) nor more than thirty (30). Each of the three line group associations, DaimlerChrysler Minority Dealers Association, Ford Motor Minority Dealers Association and General Motors Minority Dealers Association, shall appoint five (5) members to the Board. The Toyota/Lexus Minority Dealers Association shall appoint two (2) members to the Board of Directors. The Chairperson shall appoint the other thirteen (13) members, of which no less than two (2) shall also be ethnic minority Board members of the National Automobile Dealers Association (“NADA”) provided they are members in good standing of the line group association for all stores for which the franchise dealer is eligible for membership. The executive directors of the three line group associations shall serve as ex-officio members of the board.

Section 3. Term of Office. There shall be a staggered term of offices for members of the Board as follows:

1. Three (3) year term – Five members
   
   
2. Two (2) year term – Five members
   
   
3. One (1) year term – Five members
   
   
4. The remaining Board Members shall serve at the pleasure of the Chairperson.

Each Affiliate Organization shall, in accordance with its own Bylaws and/or procedures, appoint five (5) members to serve on the Corporation’s Board of Directors. Each appointed member to serve for one of the terms of office as set forth in sub-parts A, B and C above. The President for the Corporation shall serve as an ex-officio non-voting member of the Board of Directors.

Section 4. Resignation. A Board member may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or subsequent time as set forth in the notice of resignation.

Section 5. Removal. Relative to the removal of Board members, a Board member may be removed, with cause, by vote of a majority of the voting Board members.

Section 6. Vacancies. Any vacancy on the Board of Directors arising at anytime during a term of office, for any cause, shall be filled in the same manner as the initial appointment to serve.

Section 7. Regular Meetings. A regular meeting of the Board may be held, either within or without the State of Michigan. Regular meetings of the Board shall be held whenever the Board deems necessary, provided, however, that a regular meeting of the Board of Director shall be held no less than four (4) times each administrative year at such time and such place as the Board may prescribe. Written notice of all such meetings shall be given to the Directors not less than fifteen (15) days before the meeting is held. Special meeting of the Board may be called by the Chairperson of the Board or at the request of any six (6) Directors, by notice mailed, delivered, telephoned, facsimiled or telegraphed to each member of the Board of Directors, not less than seventy-two (72) hours before the meeting is to held. The business to be transacted at, and the purpose of, a regular meeting must be specified in the notice or waiver of notice of the meeting. Such meetings may be conducted by teleconference call, if practicable. The first meeting of each newly elected Board shall be held without notice immediately after and at the same place, as the annual meeting of the Corporation for the purpose of the organization of the Board, the election of officers, and the transaction of such other business as may properly come before the meeting.

Section 8. Special Meetings. Special meetings of the Board may be called by the President or Chairperson of the Board or shall be called by the Secretary on the written request of twenty-five percent (25%) of the Board members. Such meetings may be held either within or without the State of Michigan. A special meeting shall be held only when notice of the time and place is mailed to each Board member, directed to the address which appears on the records of the corporation, at least two days before the day on which the meeting is to be held, or sent by telegraph, radio or cable, or telephone or delivered personally, not later than the day before the day on which the meeting is to be held.

The business to be transacted at, and the purpose of a special meeting must be specified in the notice or wavier of notice of the meeting.

Section 9. Attendance Constituting Waiver of Notice. At both regular and special meetings, attendance of a Board member at a meeting constitutes a waiver of notice of the meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10. Meeting by Conference Telephone. A member of the Board or of a committee designated by the Board may participate in a meeting by means of a conference telephone or similar communications equipment by means of all persons participating in the meeting if they can hear each other. Participation in a meeting conducted in this fashion constitutes presence in person at the meeting.

Section 11. Quorum. A quorum at a meeting for the transaction of business is constituted by a majority of the members of the Board then in office, or of the members of a committee who have been authorized by the majority of the Board to transact such specific business.

Section 12. Required Vote. Except for the amendment of the Bylaws of the Corporation and of the Articles of Incorporation of the Corporation, all action of the Board requires the vote of not less than a majority of the members of the Board then in office. For all other purposes, unless the vote of a larger number is required by the Non-Profit Corporation Act, the vote of the majority of the members present of the existing Board at a meeting at which a quorum is present constitutes the action of the Board or of the committee. At all meetings of the Board, each Board member present shall have only one vote. The Chairperson shall have the right to vote on every matter. In the event the Chairperson’s vote creates a tie, his or her vote shall also serve as the tiebreaker. All Board member proxies must be submitted to the Chairperson to be voted at the discretion of the Chairperson. Such proxies may be used to establish a quorum.

Section. 13. Adjournment. In the absence of a quorum, a majority of the Board members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum is present.

Section 14. Consent of Board Members Without Board Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or committee thereof, may be taken without a meeting if, before or after the action, all members of the Board or the committee consent(s) thereto in writing. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.

Section 15. Meeting Chair. At all meetings of the Board, the Chairperson shall preside. If the Chairperson is absent, then the President shall preside.

Section 16. Compensation. Board members shall not receive, as such, any salary from the Corporation, but the Board may authorize the payment to Board members of a nominal fixed fee and expenses for attendance at meetings of the Board or any committee. This provision shall not apply to the President, who serves as an ex-officio member of the Board. No such payments shall preclude any Board member from serving the Corporation in any other professional capacity.

Section 17. Discharge of the Duties by Board. A Board member shall discharge the duties of his/her position in good faith and with that degree of diligence, care and skill, which an ordinarily prudent person would exercise under similar circumstances in a like position. In discharging those duties, a Board member, when acting in good faith, may rely upon the opinion of counsel for the corporation, upon the report of an independent appraiser elected with reasonable care by the Board, or upon financial statements of the Corporation represented to be correct by the officer of the Corporation having charge of its books of accounts, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 18. Presumption of Board’s Concurrence in Absence of Dissent. A Board member who is present at a meeting of the Board, or a committee thereof of which he or she is a member, at which any action is taken on any matter is presumed to have concurred in that action unless a dissent is entered in the minutes or unless a written dissent to the action is filed with the Secretary of the meeting before or promptly after the adjournment. The right to dissent does not apply to a Board member who voted in favor of the action. A Board member who is absent from a meeting of the Board, or a committee thereof of which she/he is a member, at which any such action is taken, is presumed to have concurred in the action unless a written dissent is filed with the Secretary of the Corporation within a reasonable time after the absent Board member had knowledge of the action.

Section 19. Attendance. Lack of attendance by a Board member at Board meetings and/or insufficient participation in Board activities shall be cause for such Board member’s removal from the Board. If a Board member misses more than two meetings within a one year period without cause, such member may be removed from the Board by the Board at the next succeeding meeting. The Board member subject to such removal action may attend the next succeeding meeting in which the removal action is taken.

Section 20. Advisory Board. The Board of Directors shall, in its discretion, nominate, constitute, and appoint an Advisory Board of Directors who shall serve in an advisory capacity to the corporation for such matters and affairs as from time to time; is deemed appropriate by the Board.

Section 1. Committees. The Chairperson may designate one or more committees. A committee shall serve at the pleasure of the Board. The Chairperson shall appoint all members to standing and temporary committees, including the Chairs of such committees. The Chairperson shall have the sole discretion to remove members from committees, and committee members shall serve at the pleasure of the Chairperson. The President shall serve as an ex-officio member of all committees.

Section 2. Executive Committee. There shall be an Executive Committee of the Board of Directors. The Executive Committee shall be composed of the Chairperson, Vice Chairperson(s), the Immediate Past Chairperson, Secretary, and Treasurer of the Board. The Chairperson shall serve as the presiding officer of the Executive Committee. Meetings of the Executive Committee shall be called by the Chairperson. Such Executive Committee shall have full power to act for the Board during the periods between Board meetings regarding matters that require prompt decision and are of such a nature that it is not practicable or necessary to toll or call a meeting of the Board of Directors. However, such Executive Committee does not have the power or authority to: (a) amend the Articles of Incorporation; (b) adopt an agreement or merger or consolidation; (c) amend the Bylaws of the Corporation; (d) fill vacancies in the Board; or (e) fix compensation of the Board for serving on the Board or on a committee.

Section 1. Number and Election. The officers of the Corporation shall be members of the Board of Directors. The officers of the Board of Directors shall consist of a Chairperson, one or more Vice Chairpersons, Secretary and Treasurer. There shall also be a President of the Corporation.

The Board shall elect the officers from among the current Board members, except that the President shall be an ex-officio non-voting Board member. In order to be eligible to serve as an officer, the Member must have served on the Board for at least the immediately preceding one (1) year period. The office of Chairperson shall rotate between the three line group associations. The Chairperson shall be elected by the entire Board from nominations from the line group in rotation. Two or more offices may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required to be executed, acknowledged, or verified by two or more officers.

Section 2. Term of Office. If the Board so desires, a Chairperson may be elected for an additional two (2) year term. The line group rotation shall continue immediately following the expiration of the second two (2) year term. The Chairperson shall serve for a term of two (2) years. The Chairperson may serve two consecutive terms. Any other officer elected under these Bylaws shall hold office for the same term and until a successor is elected or appointed and qualified, or until that officer resigns or is removed.

Section 3. Resignation, Removal and Suspension. An officer elected by the Board may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to any contractual rights. The election of an officer, of itself, does not create contractual rights. An officer may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. Membership status shall not be affected by change, removal, resignation, and/or suspension of an officer’s status.

Section 4. Vacancies. Vacancies shall be filled by the appointment of the Chairperson except for a vacancy in the office of the Chairperson, which shall be filled by the vote of the Executive Committee.

Section 5. Duties of Officers. An officer, as between that officer and other Officers of the Corporation, has such authority and shall perform such duties in the management of the Corporation as may be provided in these Bylaws, or as may be determined by resolution of the Board, consistent with these Bylaws. An officer shall discharge the duties of his/her position in good faith and with that degree of diligence, care and skill, which an ordinarily prudent person would exercise under similar circumstances in a like position. In discharging those duties, an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon a financial statement of the Corporation who has charge of its books of account, or stated in a written report by an independent public accountant or certified public accountant or firm or such accountants fairly to reflect the financial condition of the corporation.

Section 6. The Chairperson. The Chairperson of the Board shall be the chief elected officer of the Corporation and serve as Chairperson of both the Board of Directors and the Executive Committee. The Chairperson shall also serve as an ex-officio member of all committees and shall make all required appointments of standing and special committees. At the Annual Business Meeting of the Corporation and at such other times as deemed proper, the Chairperson of the Board shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Corporation. The Chairperson of the Board shall preside at all meetings of the Board. The Chairperson shall, in general, perform all duties and have powers incident to the office of Chairperson and shall perform such other duties and have such other powers as, from time to time, may be assigned by these Bylaws or by the Board.

Section 7. The Vice Chairperson(s). At the request of the Chairperson or in the event of his/her absence or disability, the Vice Chairperson shall perform all the duties of the Chairperson and, when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairperson. The Vice Chairperson(s) shall perform such other duties and have such other powers as, from time to time, may be assigned by these Bylaws, the Board or the Chairperson. For purposes of this section, the Vice-Chairperson so designated by the Board from one or more Vice-Chairpersons, shall fulfill this function.

Section 8. The Secretary. The Secretary shall keep the minutes of the proceedings of the Board in one or more books to be kept for that purpose. The Secretary shall have custody of the seal of the Corporation and shall have authority to cause such seal to be affixed to, or impressed, or otherwise produced upon all documents, the execution and delivery of which, on behalf of the Corporation, shall have been duly authorized. The Secretary shall, in general, perform all duties and have all powers incident to the office of Secretary and shall perform such other duties and have such other powers as may, from time to time, be assigned by these Bylaws, the Board, or the Chairperson. The Secretary shall give all notices required by the Articles or these Bylaws. The Secretary shall have custody of all books, records, and papers of the company, except those in the possession of the Treasurer or some other person authorized by the Board.

Section 9. The Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall cause all monies and other valuable effects to be deposited in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements, and shall render to the Chairperson and the Board, whenever requested, an account of all transactions as Treasurer and of the financial conditions of the Corporation. The Treasurer shall, in general, perform all duties and have all powers incident to the office of Treasurer and shall perform such other duties and have such other powers as may, from time to time, be assigned by these Bylaws, the Board, or the Chairperson.

Section 10. The President. The President shall be the chief executive officer and the chief operating officer of the Corporation and, subject to the direction and under the supervision of the Board, shall have general charge of the business, affairs and property of the Corporation and control its agents and employees. The President shall, in general, perform all duties and have all powers incident to the office of President and shall perform such other duties and have such other powers as, from time to time, may be assigned by these Bylaws or by the Board.

Section 11. Immediate Past Chairperson. There shall be an Immediate Past Chairperson of the Board who shall be past Chairperson of the Board of Directors from the preceding term. The Immediate Past Chairperson shall have such duties and/or responsibilities as determined by the Board of Directors.

Section 1. Common Boardship, Officership or Interest. A contract or other transaction between the Corporation and one or more of its Board members or officers, or between the Corporation and a domestic or foreign corporation, firm or association of any type or kind, in which one or more of its Board members or officers are Board members or officers, or are otherwise interested, is not void or voidable solely because of such common Boardship, officership or interest. Neither is such contract or transaction void solely because such Board members are present at the meeting of the Board or committee thereof which authorizes or approves the contract or transaction, or solely because their votes are counted for such, if any one of the following conditions is satisfied: (a) the contract or other transaction is fair and reasonable to the Corporation when it is authorized, approved, or ratified; or (b) the material facts as to the Board members’ or officers’ relationship or interest, and as to the contract or transaction, are disclosed or known to the Board or committee and the Board or committee authorizes, approves, or ratifies the contract or transaction by a vote sufficient for the purpose, without counting the vote of any common or any common or interested Board member.

Section 2. Burden of Establishing Contract’s Validity. When the validity of a contract, described in §545 of the Non-Profit Corporation Act, is questioned, the burden of establishing its validity, on any of the grounds prescribed in that section, is upon the director, officer, Corporation, firm or association asserting its invalidity.

Section 3. Counting Interested Board Members in Quorum. Common or interested Board members may be counted in determining the presence of a quorum at a Board or committee meeting at which a contract or transaction, described in §545 of the Non-Profit Corporation Act is authorized, approved, or ratified.

Section 4. Corporate Loan, Guarantee or Assistance for its Officers or Employee. The Corporation may lend money to, or guarantee an organization of, or otherwise assist an officer or employee of the Corporation or its subsidiary, including an officer or employee who is a director of the Corporation or its subsidiary, when, in judgment of the Board, the loan, guarantee, or assistance reasonably may be expected to benefit the Corporation. The loan, guaranty or assistance may be with or without interest, and may be secured, or unsecured in such manner as the Board approves. Nothing in this section shall be deemed to deny, limit, or restrict the powers of guaranty or warranty of a corporation at common law or under any statute.

Section 1. Proceedings Against Corporate Agents. The Corporation shall have power to indemnify any person who was or is a party to, or is threatened to be made a party thereto, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a Board member, officer, employee, or agent of the corporation, or is or was serving a the request of the Corporation as a Board member officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification shall be against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit, or proceeding. The Corporation shall have the power to indemnify the Board member, officer, employee, or agent of the Corporation, only if she/he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding, and had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which she/he reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 2. Proceedings By or in the Right of the Corporation. The Corporation shall have power to indemnify any person who was or is a party, or is threatened 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 by reason of the fact that the person is or was a Board member, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a board member, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnification shall be against expenses (including attorney’s fees), actually and reasonably incurred in connection with the defense or settlement of such action or suit. The Corporation shall have the power to indemnify any person only if that person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of a duty to the Corporation unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, though in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3. Corporate Agent Successful in Proceedings. To the extent that a Board member, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, referred to above, or in defense of any claim, issue, or matter therein, that person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred in that connection.

Section 4. Determination that Indemnification is Proper. Unless otherwise ordered by a court, any indemnification under §561 or §562 of the Non-Profit Corporation Act shall be made by the Corporation only as authorized in the specific area upon a determination that indemnification of the Board member, officer employee, or agent is proper in the circumstances because that person has met the applicable standard of conduct set forth in those sections. Such determination shall be made in either of the following ways: (a) by the Board upon a majority vote of a quorum consisting of Board members who were not parties to such action, suit or proceeding; or, (b) if such quorum is not obtainable, or even if obtainable, a quorum of disinterested Board members so directed by independent legal counsel in a written opinion.

Section 5. Expenses Payable in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding described in §561 or §562 of the Non- Profit Corporation Act, may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the manner provided in §562 (2) of the Non-Profit Corporation Act, upon receipt of an undertaking by or on behalf of the Board member, officer, employee, or agent to repay such amount, unless it ultimately shall be determined that the person is entitled to be indemnified by the Corporation.

Section 6. Rights not Exclusive. Further provisions may be made to indemnify Board members or officers in any action, suit, or proceeding referred to in §561 or §562 of the Non-Profit Corporation Act whether contained in the Articles, Bylaws, a resolution of shareholders or Board members, an agreement or otherwise, so long as such provisions are not in conflict with §561 to §565 of the Non-Profit Corporation Act. Nothing contained in those sections of the Act shall affect any rights to indemnification to which persons, other than Board members and officers, may be entitled by contract or otherwise by law; moreover, the indemnification authorized in those sections of the Act continues as to a person who has ceased to be a Board member, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 7. Liability Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Board member, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Board member, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by that person in any such capacity or arising out of that person’s status as such, whether or not the Corporation would have the power to indemnify that person against liability pursuant to the Non-Profit Corporation Act.

Section 8. Constituent Corporations. For the purposes of §561 or §567 of the Non-Profit Corporation Act, references to the Corporation include all constituent Corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a Board member, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or an agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of §569 of the Non-Profit Corporation Act with respect to the resulting or surviving corporation as that person would if that person had served the resulting or surviving corporation in the same capacity.

Section 1. Corporate Books, Records, Minutes. The Corporation shall keep books and records of accounts and minutes of the proceedings of its Board and Executive Committee. The books, records and minutes may be kept outside of the State of Michigan. Any such books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The Corporation shall convert into written form, without charge, any such record not in writing, upon written request of a person entitled to inspect them. The Corporation shall keep at its registered office, records containing the names and addresses of all members, the classes of membership held by each member and the dates when they respectively became members.

Section 2. Sureties and Bonds. If the Board requires, any officer, employee, or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of that person’s duties to the Corporation, including responsibility for negligence and for the accounting of all property, funds, or securities of the Corporation which may come into that person’s hands.

Section 3. Corporate Seal. The Corporation shall have power, in furtherance of its corporate purposes, to have a corporate seal, and alter the seal, and use it by causing it or a facsimile to be affixed, impressed or reproduced in any other manner. The corporate seal shall be in the form of a circle and shall bear the name of the Corporation, the year of its incorporation, and indicate its formation under the laws of the State of Michigan.

Section 4. Fiscal Year. Subject to applicable law, the fiscal year shall commence January 1 of each year and end December 31st.

Section 5. Antitrust Compliance. The Corporation and its members will be guided in their conduct and discussions by the antitrust laws of the United States, and intend to fully comply with these laws in all of the Corporation’s activities.

Section 6. Waiver of Notice. Whenever any notice is required to be given to members and/or directors under the provisions of the Articles of Incorporation, or applicable law, a waiver thereof in writing signed by the member(s) and/or director(s), as the case may be, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 7. External Parliamentary Authority. The President shall be the official interpreter of the bylaws. The parliamentary rules in Robert’s Rules of Order, as may be revised, shall govern all deliberations when not in conflict with these bylaws. The order of business may be altered or suspended at any meeting by a majority of votes cast by the members present.

Section 1. Power to Amend or Repeal. The Bylaws of the Corporation may be amended or repealed, in whole or in part, or new Bylaws adopted, by the Board of Directors or by the Members. Any such action taken by the Directors or the Members shall be taken in such manner as may be provided for actions of the Directors or Members, respectively, in these Bylaws and in the Articles of Incorporation of the Corporation.

Section 1. General Power to Amend. The Corporation may amend its Articles of Incorporation if the amendment contains only such provisions as might lawfully be contained in the original Articles of Incorporation filed at the time when the amendment is approved.

Section 2. Power to Amend Articles. Except as otherwise provided by law, amendments of the Articles of Incorporation shall be approved by the members as defined in Article IV, Section 1 (a). Notice of a meeting, setting forth the proposed amendment or a summary of the changes to be effected thereby, shall be given to each Board member within the time and in the manner provided in these bylaws. Any number of amendments may be acted upon at a given meeting.

Section 3. Required Vote. At the meetings, a vote of the Board shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the appropriate number of votes as prescribed in these bylaws. The voting requirements of this section of the bylaws shall be governed by the Corporation Act for specific amendments.

Section 1. Restrictions/Prohibitions. Notwithstanding anything herein to the contrary, no Board action, bylaw, provision or activity of the Corporation shall be permissible which either directly or the effect of which would indirectly contravene any funding agreements and/or contracts to which the Corporation is a party, including the prohibition of payments for items and/or expenses which are non-allowable project or funding expenditures.

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