Bylaws of Michigan Association of Mayors, Inc.
A Non-Profit Corporation

As amended November 9, 2023

ARTICLE I

Name
The name of this Association shall be the Michigan Association of Mayors, Inc., a nonprofit corporation.

ARTICLE II

Purposes
Its general purposes shall be to assist the chief elected officials of cities, villages and urban township members of the League to advance the various interests and operations of communities represented by its members and the general welfare of all communities in the State of Michigan; to promote cooperation among the cities, villages and township members of the League and this State; and to have representation in the consideration of public policies in state and national affairs.

ARTICLE III

Membership
Section I.
Membership. Membership in this Association shall be open to Mayors and Village Presidents of cities and villages and to supervisors of urbanized townships in the State of Michigan which are members of the Michigan Municipal League.

Section 2.
Vote. Each member shall be entitled to cast one vote on each matter submitted to the vote of the members. In the event of absence of any member, his or her vote may not be cast by proxy.

Section 3.
Expiration of Membership. An individual's membership in this Association shall terminate upon the expiration of his or her term of public office. However, his or her successor shall assume the full rights of membership in this Association.

ARTICLE IV

Meeting of Members
Section 1.
Annual Meeting. An annual meeting of the membership shall be held at the same time and place as the annual meeting of this Michigan Municipal League for the purpose of electing Directors and for the transaction of such other business as shall come before the meeting.

Section 2.
Special Meeting. Special meetings of the members may be called either by the President, Board of Directors or any three (3) or more members.

Section 3.
Time and Place of Meetings. The Board of Directors shall designate the time and place, within the State of Michigan, for the Annual Meeting or for any special meeting of the members.

Section 4.
Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, or by mail, to each member entitled to vote at such meeting, not less than five (5) nor more than forty (40) days before the date of such meeting, by or at the direction of the president, or the secretary, or the persons calling the meeting. In case of a special meeting, or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Association, with postage thereon prepaid. Any member may decide not to attend by reason of conflict.

Section 5.
Quorum. Fifteen (15) members or 20 percent of the membership, whichever is greater, shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice.

ARTICLE V

Board of Directors
Section 1.
General Powers. The affairs of the Association shall be managed by its Board of Directors.

Section 2.
Number. Tenure, and Qualifications. The Board of Directors shall consist of nine (9) Directors, the immediate past president, and a non-voting Secretary/Treasurer who is the executive director of the Michigan Municipal League or his/her designee. Three (3) Directors shall be elected each year for a term of three years and the Secretary/Treasurer for a term of one year, by the membership at the Annual Meeting. Directors will assume office at the end of the Annual Meeting. Each Director shall be limited to two three-year terms and be required to spend at least one year off the Board before serving additional terms in the future. Any Director who ceases to be a member of the Association shall cease being a Director of the Association. Nomination of Directors and Officers shall be made by a Nominating Committee to be appointed by the President; additional nominations may be made from the floor.

Section 3.
Regular Meetings. Meeting of the Board of Directors may be called by the president upon five (5) days written notice mailed to each member of the Board. Each such notice shall state, at least in a general way, the purpose or purposes of the meeting.

Section 4.
Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or by five or more of the Directors.

Section 5.
Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously by written notice delivered personally or sent by US Postal Service, fax, or email to each Director at his or her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the US Mail in a sealed, addressed envelope, with postage prepaid. If notice is given by fax or email, such notice shall be deemed to be delivered when the notice is electronically dispatched. Any Director may in the event of conflict determine not to attend. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 6.
Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice.

Section 7.
Vote. Each member of the Board of Directors, including the immediate past president shall be entitled to cast one vote on each matter submitted to the Board of Directors.

Section 8.
Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 9.
Compensation. Directors as such shall not receive any stated compensation except by resolution of the general membership.

Section 10.
Other Committees. Other committees not having or exercising the authority of the Board of Directors in the management of the Association may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Persons may be designated as committee members who are not members of the Association or its Board of Directors.

ARTICLE VI

Officers
Section 1.
Officers. The Officers of the Association shall be President, Vice-President, and Secretary/Treasurer, and whenever the term "Secretary" or "Treasurer" as used in these bylaws shall mean "Secretary/Treasurer".

Section 2.
Election, Qualification and Term of Office. The Officers of the Association shall be members and Directors and shall be elected annually by the membership at its regular annual meeting, except that a nonmember may be elected to the office of Secretary/Treasurer. Vacancies may be filled at any meeting of the Board of Directors. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

Section 3.
Vacancies. A Board vacancy shall occur in any office of MAM in the event that the person holding that office resigns, or if the Board member misses three (3) consecutive meetings of the Board, unless such absences are excused by the Board and the reasons entered in the proceedings of the Board. All vacancies on the Board will be filled by officials appointed by the Board as they become available, and each person so appointed shall serve for the unexpired term of the person for whom he or she is selected.

Section 4.
Duties of Officers. The duties of the Officers shall be such as usually attached to such offices, and, in addition, such further duties as may be designated from time to time by the Board of Directors..

Section 5.
Bonding of Treasurer and Other Officers. At the direction of the Directors, the Treasurer and/or any other Officer or employee of the Association shall be bonded.

ARTICLE VII

Contracts, Checks, Deposits and Funds
Section 1.
Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2.
Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Association, shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors..

Section 3.
Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4.
Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

ARTICLE VIII

Books and Records
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the Association may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE IX

Dues
The amount of membership dues to be paid by the individual members shall be determined at the Annual Meeting.

ARTICLE X

Amendment to ByLaws
Pursuant to Section 231 of the Michigan Nonprofit Corporation Act (1982 P.A. 162,, MCL 450.2231; MSA 21.197 (231)), the members of the Michigan Association of Mayors or the Board of Directors of the Michigan Association of Mayors may amend or repeal these bylaws, or adopt new bylaws, but any bylaw adopted by the members may prescribe that it shall not be amended or repealed by the Board of Directors. No bylaw shall alter the nature or purpose of the bylaws as expressed in its bylaws.