BYLAWS OF COBBLESTONE FARM ASSOCIATION INC.
ARTICLE I NAME AND LOCATION OF CORPORATION
SECTION 1 NAME
The name of the corporation is the Cobblestone Farm Association.
SECTION 2 OFFICE
The principal office for the corporation is located at 2781 Packard Road, Ann Arbor, MI 48108-3236.
ARTICLE II MISSION AND OBJECTIVES
SECTION 1 MISSION
The mission of the Cobblestone Farm Association is to provide an example of a Washtenaw County farmstead, showing aspects of its evolution as a cultural landscape from early settlement in the nineteenth century to the mid-twentieth century, and by demonstrating agricultural, architectural, domestic, religious, and social customs and activities across time in order to create an increased awareness of the contribution this historic resource makes to the strength and vitality of the community.SECTION 2 OBJECTIVES
This mission, in collaboration with the City of Ann Arbor who owns the resource, the city's Department of Parks and Recreation who operates and interprets it, and the Historic District Commission who enforces its protection as a historic district, is to be accomplished by means of the following objectives:
A. The establishment and maintenance of an endowment fund to provide in perpetuity for restoration and curatorial stewardship of the property and all its resources,
B. The ongoing research, documentation and archival storage of the history of the property and all its resources,
C. The acquisition, cataloging and stewardship of a historically appropriate restoration along with furnishings which demonstrate the material culture of the farm's domestic, agricultural, and social aspects during its initial occupancy from 1845 to 1860,
D. The supervision of material culture exhibits which interpret later periods of the farm.
E. The publication of a newsletter and presentation of programs and events for members and the community.
ARTICLE III MEMBERSHIP
SECTION 1 MEMBERSHIP CLASSES
Membership in this Association provides for the following classes:
A. Individual (1 vote)
B. Family (1 vote)
C. Senior/Student (1 vote)
D. Lifetime (1 vote)
SECTION 2 BENEFITS
All members shall be entitled to the following benefits:
A. To cast one (1) vote at the Annual Meeting and at special meetings of the membership, and to receive notices of such meetings.
B. To hold office as a member of the Board of Directors,
C. To receive the quarterly newsletter and all publications distributed by the Association,
D. To receive any other benefits approved by the Board.
SECTION 3 LIFETIME MEMBERSHIPS
The Board of Directors may award Lifetime memberships. Candidates qualify under the following criteria and are entitled to all benefits of membership but do not pay the annual fee.
Any person or group that has rendered distinctive service or in-kind services to the Association, if so nominated by a Director and approved by a majority of the Board of Directors.
SECTION 4 MEMBERSHIP TERMINATION
Membership may be terminated as follows:
A. By written resignation or by failing to renew membership dues.
B. A member of the Association may be removed from the membership list by a two-thirds vote of the membership.
ARTICLE IV DUES
Membership dues are subject to change by a majority vote of the Board of Directors.
The membership year is January 1 through December 31. The membership committee shall notify members of the expiration date in the first week of December.
ARTICLE V MEETINGS OF MEMBERS
SECTION 1 PLACE OF MEETINGS.
The meetings of the membership shall be held on the grounds of the Cobblestone Farm Museum at 2781 Packard Road, Ann Arbor, Michigan or at such other suitable place convenient to the membership as may be designated by the Board of Directors.
SECTION 2 ANNUAL MEETINGS
Beginning in 1996, the Annual Meeting is held on that Wednesday in February nearest to George Washington's birthday, February 22. At the annual meeting members of the Board of Directors are elected and any other Association business may be transacted.
SECTION 3 SPECIAL MEETINGS
Either the President or the Board of Directors has the power to call a special meeting of the members for any reason as determined by a majority vote of the Board of Directors or upon a petition signed by twenty percent (20%) of the members and presented to the Secretary of the Association. The notice of a special meeting shall state the meeting's time, place and purpose. Only the business stated in the notice may be transacted at a special meeting.
SECTION 4 NOTICE OF MEETINGS
It is the duty of the Secretary of the Association to mail a notice of each annual or special meeting, stating its purpose as well as when and where it will be held, to each member of record at their last known address at least ten days prior to the meeting date.
SECTION 5 QUORUM
Fifteen (15) members of record of the Association constitutes a quorum and is requisite for the transaction of business of all meetings of Association members. A quorum established at the beginning of a meeting is considered a quorum throughout.
SECTION 6 CONDUCT OF MEETINGS
All meetings of the Association and the Board of Directors are conducted in accordance with the bylaws and the most current edition of Robert's Rules of Order, Newly Revised.
ARTICLE VI BOARD OF DIRECTORSSECTION 1 PURPOSE AND COMPOSITION
The Board of Directors of the Cobblestone Farm Association is responsible for the direction, promotion and ongoing support of the restoration, preservation, operation and maintenance of the Cobblestone Farm's historic resources. The Board consists of eleven (11) members elected from and by the Association membership, for a term of three (3) years. In addition, two (2) ex officio Board members represent the Department of Parks and Recreation and the Historic District Commission, respectively. All thirteen (13) members shall have voting rights, but ex officio members may not hold office.
SECTION 2 RESIGNATIONS
Any member of the Board of Directors may resign by submitting a written letter to the Board President. Letters of resignation shall be read and formally accepted by a vote of the Board members. Chair positions and Board appointments end with acceptance of resignations.
SECTION 3 REMOVAL.
In cases of dereliction of duty, a member of the Board of Directors may be removed from office by a majority vote of the Board. Such dereliction must be documented and the circumstances reported in the minutes of the Board's proceedings.
SECTION 4 VACANCIES
Any vacancy in the Board of Directors is filled with the approval of a majority of the remaining Board members on recommendation of the Board President assisted by the Nominating Committee.
SECTION 5 DUTIES AND LIMITATIONS
It is the duty of members of the Board of Directors
A. to interpret the intent of the Bylaws and make all policy decisions,
B. to maintain attendance and participation at Board meetings. Any Director absent for three (3) consecutive meetings may be asked to resign by a majority vote of the board.
C. to refrain from acting as an official representative or spokesperson for the Association, except with authorization from the Executive Committee.
SECTION 6 CONFLICT OF INTEREST
No Director may profit, or be perceived as profiting in a personal or financial manner, from any Board decision. Such profit, either real or perceived, represents a conflict of interest, and the Board's policy prohibits participation of a Director in any Board deliberations and decision making in which he/she has a financial or personal interest.
SECTION 7 REIMBURSEMENT AND LIABILITY
The Directors of the Association shall be "Volunteer Directors" as that term is defined in Section 110 of the Michigan Nonprofit Corporation Act, and shall not receive anything of value from the Association for serving as Directors other than reimbursement for actual, reasonable and necessary expenses incurred by the Director in his or her capacity as a Director, to the extent authorized by the Board.
In addition, Directors of the Association shall not be personally liable to the Association for monetary damages for a breach of the Director's fiduciary duty to the extent authorized by Section 209 (D) of the Michigan Nonprofit Corporation Act.
Further, the Association shall assume all liability to any person other than the Association for all acts or omissions of a Director, to the extent authorized by Section 209 (D) of the Michigan Nonprofit Corporation Act.
Finally, the limitation of liability authorized by this Section of Article VI shall be applicable only to the extent that it is consistent with the Association's retention of its status as a tax-exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code.
ARTICLE VII MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1 ANNUAL MEETING.
The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the Association in order to determine the time and place for the next regular Board of Directors meeting.
SECTION 2 REGULAR MEETINGS
Regular meetings of the Board of Directors are held monthly at the time and place determined by a majority of the Board of Directors. No notice of regular meetings of the Board of Directors is required.
SECTION 3 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, or by request of the majority of the current members of the Board of Directors, provided that three (3) days' notice is given to each member of the Board of Directors personally or by mail, telephone, fax, or electronic mail. Such notice states the time, place and purpose of the meeting, and only the business stated in the notice shall be transacted.
SECTION 4 QUORUM.
At all meetings of the Board of Directors, a majority of current Directors constitutes a quorum for the transaction of Board business. A quorum established at the beginning of a meeting is considered a quorum throughout.
ARTICLE VIII OFFICERS
SECTION 1 OFFICIAL POSITIONS
The officers of the Association are the President, Vice President, Secretary, and Treasurer, and together these officers constitute the Executive Committee of the Board with powers as defined in the bylaws.
SECTION 2 ELECTION OF OFFICERS
The officers of the Association are elected by and from the Board of Directors, either at its annual meeting or at the first meeting following the annual meeting, by a majority of those present. Officers serve for a term of one year. In cases of terms left vacant, a successor may be elected by a majority of remaining members.
SECTION 3 APPOINTED OFFICERS
The Board of Directors has the power to appoint such officers and agents as may be necessary for the governing and management of the Association. Such officers and agents shall hold their positions at the pleasure of the Board of Directors.
SECTION 4 REMOVAL OF OFFICERS
If any officer of the Association ceases to be a member in good standing of the Association, he/she ceases to be an officer of the Association, and his/her office is considered vacant. Any officer may be removed from office by a majority vote of the remaining Directors for dereliction of duties. Such cases require a written description of the circumstances that constitute dereliction of duty and include but are not limited to the following:
A. Excessive absences,
B. Failure to carry out assigned duties,
C. Representation as an agent or spokesperson of the organization without Executive Committee authorization,
D. Mismanagement of funds or other assets.
SECTION 5 DUTIES OF PRESIDENT
The President is the spokesperson for the Association; presides at meetings of the Association and the Board of Directors; guides and directs the activities of the Association; is an ex officio member of all committees except the Nominating Committee, and is responsible for preparing and presenting an annual report at the annual meeting of the Association. In addition, the President, with the advice and consent of the Board of Directors, appoints committee chairs and assists in selecting the members of the standing committees described in Article IX.
SECTION 6 DUTIES OF VICE PRESIDENT
The Vice President carries out the President's delegated assignments, and presides in place of the President in the event of the President's absence or inability to act. If neither the President nor Vice President is present or able to act, the Board of Directors appoints some other member of the Board to act in their stead on an interim basis.
SECTION 7 DUTIES OF SECRETARY
The Secretary records the minutes of the proceedings of the Association and of the Board of Directors, and is responsible for their distribution. The Secretary, when directed to do so by the President, handles correspondence and maintains correspondence files. He/she routinely maintains a current list of all Officers, Directors, and Committee members, has custody of such other books, papers and documentation as the Board of Directors directs, is responsible for filing a copy of the approved and accepted minutes in the Cobblestone Farm office on a monthly basis, mails notices of annual meetings to members and performs all other duties incident to the office of Secretary, as directed by the Board of Directors.
SECTION 8 DUTIES OF TREASURER
The Treasurer is the financial officer of the Association and has responsibility for all funds, deposits, accounts, negotiable items or securities, credits, and other valuable assets, real, personal or mixed. To do so the Treasurer:
A. Secures, keeps, and/or maintains checking and savings accounts in a financial institution approved by the Board of Directors and submits signature cards for the Treasurer, President and Vice President,
B. Keeps accounts in the name of the Cobblestone Farm Association,
C. Receives and deposits all Moines due to the Association, keeping a record of the payers and amounts paid.
D. Makes timely payments of the valid bills and claims against the Association with the President's approval and otherwise complies with procedures which provide retention of documentation thereof for seven (7) years or as required by law.
E. Reports current receipts, expenditures and balances at regular meetings and prepares an annual report.
F. Signs all checks for amounts of two hundred dollars ($200) or less and obtains a co-signature of an approved co-signer for amounts over that limit as specified in Article VIII, Section 8a.
G. Obtains co-signatures for all withdrawals of amounts in excess of one hundred dollars ($100) from any savings account as specified in Article VIII, Section 8a.
H.Prepares all reports and returns as required by State and Federal laws.
I. Arranges for a certified audit of all books and records of the Cobblestone Farm Association for any fiscal year in which the income exceeds one hundred thousand dollars ($100,000.) as required by State law.
J. Serves as a member of the Development Committee.
ARTICLE IX COMMITTEES
SECTION 1 DEVELOPMENT/FUNDRAISING
The Development/Fundraising committee of the Cobblestone Farm Association has overall responsibility for developing funding sources and raising funds for the organization so that it may fulfill its mission. This includes the formulation and implementation of a plan for an endowment campaign and the research and development of new sources of funding. In tandem with the Membership Committee, the Development/Fundraising Committee assists in the design and development of a yearly cycle of fundraising events, solicitation mailings and grant proposals. The Committee will also oversee the operation of the Gift Shop.
SECTION 2 MEMBERSHIP
Working as an integral part of the Development /Fundraising committee, the Membership committee endeavors to increase Association membership and donorship. Its responsibilities include accepting all membership payments, transferring all moneys to the Association Treasurer for deposit, acknowledging in writing all membership and gift moneys, maintaining a master roster of current members, and maintaining lists of Annual Association Meeting attendance.
SECTION 3 RESTORATION
This committee has overall responsibility for the restoration and reinstallation of the Ticknor-Campbell house to its earliest period of occupancy through research and implementation of authentic 1845 to 1860 treatments for a Washtenaw County, Michigan farmstead. In close cooperation with the Collections and Garden/Landscape Committees, the Restoration Committee is responsible for developing and revising both short-term and long-term plans to meet the Association's mission and for the meticulous documentation of all changes.
SECTION 4 COLLECTIONS
In close cooperation with the Restoration Committee and in compliance with approved restoration plans the Collections Committee's mission is to recreate the interior and exterior furnishings of the Cobblestone Farm to reflect its appearance in 1845-60 as accurately as .the entire collection.
SECTION 5 GARDEN/LANDSCAPE
In cooperation with the Restoration Committee's long- and short term plans for meeting the Association's mission, the Garden/Landscape Committee's mission is to develop the most appropriate landscape possible for the setting of Cobblestone Farm's resources by means of careful research, implementation and documentation of changes.
SECTION 6 BYLAWS
The Bylaws committee is responsible for ongoing review of the Association's bylaws, including the mission statement.
SECTION 7 NOMINATING
The duties of the Nominating Committee are to develop, cultivate and maintain a list of potential Directors together with descriptions of their special skills and interests, so as to provide qualified candidates both for the Annual Association meeting's slate and for filling vacancies in unexpired terms. The Committee is responsible for providing the slate for the Annual Meeting's elections.
ARTICLE X FISCAL MANAGEMENT
SECTION 1 FISCAL YEAR.
The fiscal year is from March first to February twenty-eighth/ninth.
SECTION 2 BOOKS AND ACCOUNTSBooks and accounts of the Association are kept by the Treasurer in accordance with the standard acceptable commercial practice for corporate fiduciaries in the State of Michigan.
SECTION 3 AUDITING
At the close of each fiscal year, the books and records of the Association are audited by a Certified Public Accountant or other Committee approved by the Board of Directors who shall submit a report to the Board. Based on this annual report, the Board of Directors will furnish members of the Association with a statement of the Association's income and disbursements annually.
SECTION 4 INSPECTION OF BOOKS
Financial reports required by the Board of Directors together with the membership records of the Association are available for inspection to Association members at the Cobblestone Farm office upon request. Two (2) business days' notice is required.
SECTION 5 EXECUTION OF ASSOCIATION DOCUMENTS
All notes, contracts, receipts and other similar written undertakings are executed on behalf of the Association by either the President or Vice President, and all checks or other negotiable instruments are executed on behalf of the Association by the President or Treasurer.
ARTICLE XI AMENDMENTS
The Bylaws may be revised or amended only by a two-thirds (2/3) vote of the Association members present at the annual meeting or at a special meeting, provided that ten percent (10%) of the membership represented by not less than fifteen (15) members in good standing are present, and provided that a clear and complete statement of each proposed revision or amendment shall have been submitted in writing to each member of the Association at least two (2) weeks prior to the date of the proposed referendum.
ARTICLE XII DISSOLUTION
In the event of dissolution of the Association, none of the assets shall be distributed to any member but shall be transferred to another historical institution or project with similar purposes which a majority of the Association members attending a meeting of the membership for the purpose of dissolving the Association shall approve and designate, provided such organization is qualified as tax-exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Code.(The following amendments approved at annual meeting February 19, 1997)
ARTICLE XIII INDEMNIFICATION
SECTION 1 NON-DERIVATIVE ACTIONS
Subject to all of the other provisions of this Article, the corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation). Such indemnification shall apply only to a person who was or is a Director or officer of the corporation or who was or is serving at the request of the corporation as a Director, officers, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.
SECTION 2 DERIVATIVE ACTIONS
Subject to all of the other provisions of this Article, the corporation shall indemnify any person who was or is a party to, 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 because (a) the person was or is a Director or officers of the corporation, or (b) the person was or is serving at the request of the corporation as a Director, officers, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonable believed to be in or not opposed to the best interests of the corporation. However, indemnification shall not be made for any claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for the expenses that the court considers proper.
SECTION 3 EXPENSES OF SUCCESSFUL DEFENSE
To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this Article. , or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this Article.(The following amendments approved at the Annual Meeting of February 2005)
ARTICLE XIII OVERALL POLICYIt is the policy of the Cobblestone Farm Association to maintain an environment free of all forms discrimination; all guests and volunteers are extended an equal opportunity to partake of and aid in the operations of the museum and all are extended an equal opportunity to progress in their areas of interest and support.
SECTION 1 EQUAL OPPORTUNITY
The Association affords equal opportunity to all participants and prospective participants without regard to race, color, sex, sexual orientation, religion, age, marital status, disability, veteran status, or national origin in the practices of memberships, committees, and admission and participation in special events, and projects.
SECTION 2 DISABILITY
The Association will not discriminate against any volunteer or guest because of disability in regard to any position for which the volunteer or guest is qualified.
SECTION 3 COMPLAINT PROCEDURE
Any individual, whether a volunteer or guest, who believes that he or she has been discriminated against unlawfully should bring any complaint to the City of Ann Arbor in Human Resources Department. Complaints may be lodged in writing or in person. Persons who file complaints will be advised, as is appropriate, regarding any investigation, action or resolution of the problem.
SECTION 4 CONSEQUENCES
The Association will not tolerate any form of discrimination and will take appropriate disciplinary action, including possible expulsion from the activities of the museum programs, events, and activities, of any person determined to have engaged in unlawful conduct under this policy.
SECTION 5 NO RETALIATION
The Association will not retaliate nor discriminate against any volunteer or guest because he or she has opposed any unlawful practice or filed a charge of discrimination, testified, assisted, or participated in any manner in an investigation, proceeding, or hearing related to their wishes to volunteer or be a guest of activities.