MICHIGAN TECHNICAL ADVISORY COUNCIL
FOR ONSITE WASTEWATER TREATMENT
BYLAWS
(Adopted Monday, December 15, 1997)
Article I
(Name)
The name of this organization is the Michigan Technical Advisory Council for Onsite Wastewater Treatment (hereafter referred to as the “Council”).
Article II
(Purpose)
The purpose of the council is to promote the development of performance based standards and practices for onsite wastewater treatment that will set environmental protection above prescriptive codes and treatment over disposal. This will be accomplished through fostering education, research, and technology transfer. The Council will act as a review agent and clearinghouse for alternative design approaches.
Article III
(Powers)
Section 1. Training Center. The Council is authorized to operate training centers for the demonstration of various types of onsite wastewater treatment systems and for conducting educational programs on the design, installation, inspection, maintenance, and repair of such systems.
Section 2. Staff. The Council is authorized to employ a director or coordinator of training and such support staff as necessary to conduct programs of the Council.
Section 3. Training Fees. The Council is authorized to charge reasonable fees for training programs and services offered by the Council to cover the expenses of its program.
Section 4. Research Demonstrations and Monitoring Projects. The Council is authorized to request, review, and select funding proposals for research into onsite wastewater treatment systems including demonstration and monitoring projects.
Section 5. Acceptance of Contributions. The Council is authorized to accept contributions to support training and research of onsite wastewater treatment.
Section 6. Management of Funds. The board of trustees shall manage the business affairs of the Council as prescribed by the laws of the State of Michigan, i.e., Michigan Nonprofit Corporation Act 1982 Mich P.A. 162 as amended, and shall exercise such other powers as are conferred by these bylaws. It shall have power to disburse money, to make contracts and purchases, and to provide for the proper maintenance and care of all Council property.
Article IV
(Members)
Section 1. Founding Organizations. The Council founding organizations are
Michigan State University
Michigan Environmental Health Association
Michigan Association of Local Environmental Health Administrators
Michigan Onsite Wastewater Recycling Association
Michigan Septic Tank Association
Michigan Department of Environmental Quality
Section 2. Additional Members. Additional member organizations technically involved in onsite wastewater treatment may be added to the Council from time to time at the discretion of the Council upon a vote of 2/3rd of all Council trustees.
Section 3. No Duty of Financial Support by Members. The founding member organizations make no commitment to provide funding to the Council by reason of their membership.
Article V
(Governance)
Section 1. Governance. The Council shall be governed by a board of trustees.
A. Board of Trustees. The Council shall consist of a board of trustees composed of individuals appointed by the member organizations.
B. Executive Committee. The officers of the Council shall serve as an Executive Committee to conduct the business of the Council between meetings of the board of trustees.
Section 2. Trustees and Alternate Trustees. Each member organization shall be entitled to appoint two trustees and one alternate trustee to the Council1.
A. Manner of Appointment. Appointment of the trustees and alternate trustee to the Council shall be made according to the method adopted by the member organization.
B. Term of Appointment. Each trustee and alternate trustee shall serve until a replacement is appointed by the member organization.
C. Confirmation of Appointment. The Secretary shall communicate in November of each year with the chief governing officer of each member organization to have that organization designate the individuals to serve as trustees and alternative trustee to represent that organization on the Council in the coming calendar year.
D. Authority of Trustees. Trustees shall have the authority to vote on matters coming before the Council.
E. Alternate Trustees. Alternate trustees shall vote in the absence of a regular trustee from the alternate trustee’s organization.
F. Replacement of Trustees. Upon a vacancy among the Council trustees and alternate trustees, the Secretary shall inform the member organization with a vacant position of the vacancy and request that a new trustee or alternate be appointed.
1. Alternate. Where a trustee position is vacant, the alternate trustee from that member organization shall exercise the duties of the trustee whose position is vacant until a replacement is appointed.
2. Vacancy. A vacancy in a trustee position occurs when that trustee fails to attend three consecutive regularly scheduled meetings of the Council.
Article VI
(Officers)
Section 1. Offices. The officers of the Council shall be chair, vice chair, secretary, and treasurer.
Section 2. Election. The officers of this organization shall be elected each year by majority of trustees present and voting at the annual meeting to be held in January.
Section 3. Term. Officers shall serve until their replacement is elected.
Section 4. Chair. The Chair shall preside at all meetings of the Council and the Executive Committee, appoint individuals to committees, and perform all other duties incident to the office.
Section 5. Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence of the Chair.
Section 6. Secretary. The Secretary shall keep minutes and the past records of Council meetings and meetings of the Executive Committee, conduct the Council’s correspondence, keep a list of the mailing addresses of each trustee and alternate, verify trustee appointments, and perform the other duties set out elsewhere in these bylaws.
Section 7. Treasurer. The Treasurer shall be custodian of all moneys received by the Council and of its financial records and shall be responsible for presenting an annual statement of accounts at the annual meeting.
(Meetings)
Section 1. Annual Meeting. There shall be one annual
meeting in January each year at which the officers to serve for that year shall
be elected. The annual meeting shall be held in conjunction with the Michigan
On-site Wastewater Disposal Conference or at such other time as agreed upon by
the board of trustees.
Section 2. Additional Regularly Scheduled Meetings. There shall be such additional regularly scheduled meetings as the board of trustees shall determine.
Section 3. Special Meetings. Special meetings may be called by the Chair or by the Executive Committee and shall be called upon the written request of seven trustees submitted to the Chair. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three days notice shall be given.
Section 4. Notice. Notice of the date, time, and place of each regularly scheduled meeting shall be sent by the Chair or Secretary to all trustees and alternates two weeks in advance of the meeting.
Section 5. Quorum. Seven trustees of the Council, representing at least four member organizations shall constitute a quorum. The alternate trustee shall serve in place of an absent trustee from the alternate’s organization for purposes of constituting a quorum.
Section 6. Voting. Each trustee shall cast a separate vote on matters before the Council. Action shall be decided by a simple majority vote except in matters requiring a higher vote as otherwise provided in these bylaws.
Article VIII
(Committees)
Section 1. Executive Committee. The Executive Committee shall consist of the Council officers and shall conduct the business of the Council between meetings of the board of trustees. [See Article V, Section 1 (B)]
Section 2. Other Committees. Either the Chair or the Council may from time to time create such committees as is deemed appropriate. The Chair shall appoint committee members to such committees from within or outside the board of trustees.
Article IX
(Limitation of Liability and Indemnification of Trustees)
Section 1. Breach of Fiduciary Duty. A trustee of the Council shall not be liable to the Council for monetary damages for breach of fiduciary duty as a trustee except for liability which, by express provision of the Michigan Nonprofit Corporation Act [MCL §450.2541; §450.2556; and §450.2209(e)], as in effect from time to time, cannot be eliminated.
Section 2. Indemnification.
A. The Council shall, to the fullest extent permitted by the Michigan Nonprofit Corporation Act 1982 Mich P.A. 162 as amended, indemnify any person, (hereafter indemnitee), including a Council trustee who is or was involved in any manner in any threatened, pending, or completed investigation, claim, action, suit, or proceeding, whether civil or criminal, administrative, or investigative by reason of the fact that the indemnitee is or was a trustee, officer, or employee of the Council, or is or was serving another entity in such capacity at the request of the Council, against all liabilities and expenses actually and reasonably incurred by the indemnitee in connection with such proceeding.
B. The right to indemnification conferred by this bylaw shall be presumed to have been relied upon by the indemnitee and shall be enforceable as a contract right. The Council may enter into contracts to provide individual indemnitees with specific rights of indemnification to the fullest extent permitted by the Michigan Nonprofit Corporation Act 1982 Mich P.A. 162 as amended and may create trust funds, grant security interests, obtain letters of credit, procure appropriate officer and director liability insurance policies, or use other means to ensure the payment of such amounts as may be necessary to effect the rights provided in this bylaw or in any such contract.
C. Upon making a request for indemnification, the indemnitee shall be presumed to be entitled to indemnification under this bylaw and the Council shall have the burden of proof to overcome the presumption in reaching any contrary determination. Such indemnification shall include the right to receive payment in advance of any expenses incurred by the indemnitee in connection with any proceeding, consistent with the provisions of the Michigan Nonprofit Corporation Act 1982 Mich P.A. 162 as amended.
Article X
(Termination or Suspension of Membership)
Section 1. Membership in the Council, and all rights incident thereto, shall be terminated by either of the following:
A. Written resignation of the member organization submitted to the secretary.
B. Failure of the member organization to appoint a new trustee or alternate upon notice that no trustee or alternate appointed by the member organization has attended any of three consecutive regularly scheduled meetings of the Council Board of Trustees.
Section 2. When no trustee or alternate from a member organization attends any of three consecutive regularly scheduled meetings of the Council, the secretary shall notify that member organization of the fact and request that member organization appoint new trustees and alternate to the Council Board of Trustees within the next two calendar months. Should the member organization fail to appoint new trustees and an alternate, the membership of that organization shall be subject to termination pursuant to the provisions of Section 1, supra.
History: Article X amended March 16, 1998.
Article XI
(Distribution of Assets on Dissolution)
On the dissolution of the Council, the board of trustees shall, after paying or making provision for the payment of all of the liabilities of the Council, dispose of all assets of the Council exclusively for the purposes of the Council in the manner, or to an organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time quality as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of the then current Internal Revenue Code of the United States, as the board of trustees shall determine. Any assets not so disposed of shall be disposed of by the circuit court in the county in which the principal office of the Council is then located, exclusively for the purposes or to an organization or organizations, as the court shall determine, which are organized and operated exclusively for educational or scientific purposes.
Article XII
(Parliamentary Authority)
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules of order the Council my adopt.
Article XIII
(Amendment of Bylaws)
These bylaws may be amended at any regular meeting of the Council by a two-thirds vote of all trustees, provided that the amendment has been submitted in writing at the previous regular meeting.
1. Term Provisions for Trustees. To avoid interference with the internal decision making processes of member organizations, each member organization determines its own method for appointing the two trustees and one alternate trustee.
Long term participation by Council trustees is recommended in order to maintain continuity on the Council. However, the primary determination of long term service in a voluntary board is going to be the enthusiasm and commitment of the individual trustee and whether that individual wishes to continue on the Council and actively seeks reappointment by the member organization. If at some time in the future a Council trustee resigns or fails to seek reappointment, that individual should be encouraged to help recruit a motivated replacement.