|Delta Tau Honor Society|
CONSTITUTION OF DELTA TAU
Section 1. Principal Office and Registered Office. The principal office and registered office of Delta Tau (the "Society") shall be located at 4990 Northwind Drive, Suite 140, East Lansing, Michigan 48823-5031. This office shall be the business office of the resident agent, as required by the Michigan Nonprofit Corporation Act.
Section 2. Other Business Offices. The Society may have business offices at such other places, either within or without the State of Michigan, as the Board of Directors ("Board") may designate or as the business of the Society may require from time to time.
The mission of the Society is empowered leaders through scholarship, research, and leadership.
Colleges and universities, which grant associate degrees that support this mission, may establish chapters or individual membership affiliations with the Society. Associate degree students and professionals of sound scholarship and character who support this mission may be elected to membership.
Section 1. Membership Corporation. The Society is a membership corporation, with Active Members and National Honorary Members ("Members") as set forth below. Unless otherwise designated, all references to meetings of Members and other related provisions within this Article shall apply to both Active and National Honorary Members.
Section 2. Criteria for Membership. Members shall meet the following minimum criteria for membership. Any chapter, at its discretion, may establish higher criteria.
Section 3. Additional Qualifications. Membership in the Society is open to qualified candidates including persons with disability, without regard to age, color, gender, national origin, race, religion, and/or sexual orientation.
Section 4. Privileges of Membership. Active members shall have the right to vote, hold office, be elected as delegate to the Conclave, be elected or appointed to committees of the Society and the chapters to which the members belong provided other uniform criteria are met, and shall have such other privileges as the Board of Directors or the Assembly of Delegates shall determine. National honorary members shall have all the privileges of active members except the right to vote, hold office, or serve on committees.
Section 5. Dues. The dues, fees and assessments for each category of membership shall be determined annually by the Board. Annual dues shall cover the period of July 1-June 30, which is the same period as the Society's fiscal year. The Board may use any reasonable method for determining the amount of the dues. Billing and collection of dues shall be determined by the Board. Nothing in this section shall prohibit the Board from setting varying dues amounts based upon different categories of membership.
If a member fails to pay dues, fees, or assessments, active membership shall automatically terminate. A member may be reinstated upon payment of the required dues, fees, or assessments. Collegiate members shall not be required to pay further national dues until after the baccalaureate degree is granted.
Section 6. Meetings. An annual meeting of the Members shall be held in the first week of August for the purpose of electing directors and for such other business as may come before the meeting. Except as stated below, the Board or twenty-five (25) percent of the Members may change the date of the annual meeting by providing notice of the change and notice pursuant to Section 7. The date of the annual meeting of the Members cannot be changed within the thirty (30) days preceding the date on which the annual meeting is to be held unless consented to in writing, or by resolution adopted at a meeting, by all the Members entitled to vote at the annual meeting.
Section 7. Special Meetings of Members. Special meetings of the Members for any purpose or purposes may be called by the Board or by twenty-five (25) percent of the Members.
Section 8. Place of Meeting. The Board may designate any place, within or without the State of Michigan as the place of meeting for any annual meeting or for any special meeting of the Members called by the Board. A waiver of notice signed by all Members entitled to vote at a meeting may designate any place, either within or without the State of Michigan, as the place for the holding of the meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the Society in the State of Michigan.
Section 9. Notice of Meetings of Members.
Section 10. Quorum. Members entitled to cast a majority of the votes at a meeting, whether physically present or present by written proxy, shall constitute a quorum at the meeting.
Section 11. Proxies. A Member entitled to vote at a meeting, or a Member wishing to express consent or dissent without a meeting may authorize other persons to act for the Member by proxy.
Section 12. Voting of Members. Each Active Member of the Society is entitled to one vote upon each matter submitted to a vote at a meeting of its Members except as the Articles of Incorporation otherwise provide. Members may also vote in advance of the meeting by submitting their votes by proxy, using the form provided in the Notice. A written proxy must be received by the date of the meeting in order to be counted.
Section 13. Resignation. A member desiring to resign from the Society shall submit such resignation in writing to the Executive Director. Any member having resigned from membership may be reinstated upon application to the Executive Director and upon meeting such uniform terms and conditions as may be established by the Board of Directors.
Section 14. Suspension or Termination of Membership. If a member fails to pay dues, fees, or assessments, active membership shall automatically terminate. A member may be reinstated by payment of required dues, fees, or assessments. In addition, membership in the Society may be suspended or terminated by the Board of Directors for just cause. Sufficient cause for such suspension or termination of membership may result from violation of this Constitution or any lawful rule or practice adopted by the Society or other conduct deemed by the Board of Directors to be prejudicial to the best interests of the Society. A statement of the charges shall be sent by registered mail to the last recorded address of the member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty days notice shall be given, and the member shall have the opportunity to appear in person or to be represented by counsel and to present any defense to such charges before action is taken by the Board of Directors. The Board may adopt such rules as may be necessary to assure due process to the member. The decision for suspension or termination shall be by a two-thirds vote of the Board of Directors. A member suspended or terminated for just cause shall not be entitled to return of dues.
ASSEMBLY OF DELEGATES
Section 1. General Powers. The Assembly of Delegates shall be the policy-making body of the Society, subject to this Constitution and the laws of the State of Michigan. The Assembly acts in a representative capacity for all of the Society's members.
Section 2. Membership. The voting members of the Assembly of Delegates shall consist of the members of the Board of Directors, one delegate from each collegiate chapter, and one delegate from each alumni chapter with a membership of 100 members or fewer. An additional delegate for each 100 members above a membership of 100 shall be allowed alumni chapters. A quorum shall consist of a majority of the registered voting delegates.
Section 3. Meetings. Meetings of the Society shall be known as Conclaves. The Assembly of Delegates shall meet at Conclaves scheduled at a time and place determined by the Board of Directors.
Section 4. Notice. The official call to Conclave giving the time and place of the meetings of the Assembly of Delegates shall be published in an official publication of the Society at least 90, but no more than 120, days in advance of the Conclave.
BOARD OF DIRECTORS
Section 1. General Powers and Duties. Except as provided in the Articles of Incorporation, the business, property, and affairs of the Society shall be managed by its Board. The Board of Directors shall have general supervision of the Society between meetings of the Assembly of Delegates; shall develop governing policies that concern ends, executive limitations, board process, and board/executive director relations; and is vested with full power to conduct all business of the Society between meetings of the Assembly of Delegates. The Board of Directors shall be subject to the orders of the Society and none of its actions shall conflict with action taken by the Society. The duties of the Board of Directors shall include the following: appoint an Executive Director who shall be chief administrator of the Society; cause to be bonded all officers and employees entrusted with property, real or personal, belonging to the Society; cause the financial reports of the Society to be examined annually and at the time shall determine what level of examination is needed; report budget policy and financial status to the Assembly of Delegates; review the reports of officers and committees of the Society and any recommendations and resolutions to come before the Assembly of Delegates and to make recommendations thereto; propose policies to the Assembly of Delegates for their consideration; adopt rules and regulations for the conduct of the affairs of the Society; and perform such other duties as are prescribed or permitted by the laws of the State of Michigan for a Board of Directors or by this Constitution and the policies adopted by the Assembly of Delegates.
Section 2. Membership. Except to the extent otherwise provided by law, by the Articles of Incorporation, or by this Constitution, the Board shall consist solely of those Officers and Student Board Members elected, respectively, by vote of the Active Members and Assembly of Delegates, as set forth in Article VI of this Constitution.
Section 3. Term of Office; Tenure. The term for each member of the Board shall be in accordance with the office held by that Board member, as set forth in Article VI of this Constitution. Each Director shall serve until his or her successor is elected.
Section 4. Removal. Any Director may be removed with cause by the Board, subject to Article VI, Section 6 of this Constitution. The Board may, by majority vote, establish procedures for removing a Director with cause, consistent with those procedures set forth in Article VI of this Constitution.
Section 5. Resignation. Any Director of the Society may resign at any time by providing written notice to the Society. Notice of resignation will be effective upon receipt or at a subsequent time designated in the notice. A successor may be appointed as provided in Section 11 of this Article.
Section 6. Meetings. The Board may provide, by resolution, the date, time and place, within or without the State of Michigan, for the holding of the annual and additional regular meetings without other notice than the resolution. Regular meetings of the Board of Directors may also be called by the Chair or by any three members of the Board.
Section 7. Special Meetings. Special meetings of the Board shall be called upon the written request of a majority of the members of the Board of Directors and also may be called by the Chair of the Board. The person or persons authorized to call special meetings of the Board may fix the place within or without the State of Michigan for holding any special meeting of the Board called by them, and if no other place is fixed the place of meeting shall be the principal business office of the Society in the State of Michigan.
Section 8. Notice; Waiver. Unless called during a Conclave, notice of any special meeting shall be given at least ten days prior to the special meeting by written notice, stating the time and place of the meeting, delivered personally, sent by facsimile or, if approved by the Director, by e-mail to each Director at the Director's business or electronic address on file with the Secretary of the Board. Any Director may waive notice of any meeting by written statement, facsimile or e-mail, sent by the Director, signed before or after the holding of the meeting. The attendance of a Director at a meeting constitutes 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. For special meetings, which are called during a Conclave, notice is not required to be given. However, business shall be limited to that which is stated in the call.
Section 9. Quorum. A majority of the total number of seats for Directors constitutes a quorum for the transaction of business at any meeting of the Board, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 10. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 11. Vacancies and Enlargement. Any vacancy (by expiration of term, removal, resignation, death, or otherwise) or allowed enlargement occurring in the Board may be filled by a person selected by the Members or Assembly of Delegates who selected the Director.
Section 12. Presumption of Assent. A Director of the Society who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless that Director's dissent shall be entered in the minutes of the meeting or unless that Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Society immediately after the adjournment of the meeting. This right to dissent shall not apply to a Director who voted in favor of such action.
Section 13. Consent to Board Actions. Any action required or permitted to be taken at a meeting of the Board 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 a majority of the Directors having not less than the minimum number of votes necessary to authorize or take the action at a meeting where all eligible directors were present and voted. Such consent shall have the same effect as a vote of the directors and may be stated as such in any articles or document filed with the State of Michigan. Written consents shall be filed with the minutes of the Board's proceeding.
Section 14. Participation By Conference Telephone. Unless otherwise prohibited under applicable law, Directors may participate in meetings by conference telephone 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.
OFFICERS, STUDENT BOARD MEMBERS, AND APPOINTED AGENTS
Section 1. Number. The officers of the Society shall be the Chair, Chair-Elect, Vice Chair, and Secretary, elected by the Active Members. There shall also be two collegiate Student Board Members, elected by the Assembly of Delegates. As referenced in Article V, Section 2 of this Constitution, the officers and the two Student Board Members shall constitute the Board of Directors for the Society. In addition, the Board shall appoint an Executive Director of the Society who shall be accountable to the Board. The Executive Director shall not be considered an officer or a member of the Board of Directors.
Section 2. Eligibility. To be eligible for nomination to any national office except that of Student Board Member, a candidate shall have previous service as a Society officer, committee chair, committee member, chapter adviser, or alumni chapter officer and shall have been an active member for a minimum of twelve months prior to nomination.
Section 3. Term of Office; Tenure. The Executive Director shall be selected by and hired by the Board. All other officers shall hold office for the following terms or until their successors are elected. The Chair-Elect shall be elected biennially in even years to serve a one-year term as Chair-Elect followed by a two-year term as Chair. The Vice Chair and Secretary shall be elected in even-numbered years to serve two-year terms. No member shall be eligible to serve more than two consecutive terms in the same office. A member having served more than half a term shall be deemed to have served a term. The term of office shall begin on January 1 following the election. Each officer of the Board shall hold office while qualified for one year or until his or her successor is named and qualifies, or until the officer resigns or is removed in the manner provided in this Article.
Section 4. Removal. Any elected officer or Student Board Member may be removed for just cause. Sufficient cause for such removal may be violation of this Constitution or any lawful rule, practice, or procedure adopted by the Society or other conduct deemed by the Board of Directors to be prejudicial to the best interest of the Society. For removal of an elected officer/Student Board Member for cause, it shall be necessary for the Board of Directors to hold a formal hearing. A statement of the charges shall be sent by registered mail to the last recorded address of the officer/Student Board Member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty days notice shall be given, and the officer/Student Board Member shall have the opportunity to appear in person or to be represented by counsel and to present any defense to such charges before action is taken. The Board of Directors shall adopt such rules as may be necessary to assure due process to the officer/Student Board Member. Upon a two-thirds affirmative vote, the Board of Directors shall recommend removal to the Assembly of Delegates. At the next meeting of the Conclave, the Assembly of Delegates shall, by a majority vote, approve or reject the recommendation of the Board of Directors.
Section 5. Vacancies. Should the office of Chair become vacant, the Chair-Elect shall become Chair automatically, to serve for the unexpired term and for the term immediately following. In even years, the Vice Chair shall fill the vacancy for the unexpired term. Should the office of Chair-Elect become vacant, it shall be filled by the Vice Chair. A vacancy in any other office shall be filled by the Board of Directors, and approved by the Active Members at their next meeting.
Section 6. Compensation. No member other than a Society employee shall receive compensation for service to the Society, unless specifically authorized by the Board of Directors.
Section 7. Expenses. The Board of Directors may authorize reimbursement of expenses incurred in the performance of their duties for the Society and prescribe procedures for approval and payment of such expenses.
Section 8. Performance of Duties. The officers shall perform the duties prescribed by this Constitution and by the parliamentary authority adopted by the Society.
Section 9. Chair. The Chair shall preside at all meetings of the Assembly of Delegates and Board of Directors, serve as liaison to the Constitution Committee, serve as an ex officio member of all committees except the Nominating Committee, and provide leadership of the Society on behalf of the members.
Section 10. Chair-Elect. The Chair-Elect shall preside in the absence of the Chair and fill any vacancy in the office of Chair, recommend appointments for expiring committee memberships to the Board of Directors and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 11. Vice Chair. The Vice Chair shall fill any vacancy in the office of Chair-Elect and Chair in even years, and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 12. Secretary. The Secretary shall keep a record of all proceedings of the Conclave and the Board of Directors and of all decisions made by mail ballots, develop an annual summary of Society activities and accomplishments for inclusion in the Society history, provide leadership for maintaining the policies and procedures manuals, and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 13. Student Board Members. The Student Board Members shall serve as fully participating members of the Board of Directors and represent an ownership of diverse people who have many points of view and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 14. Executive Director. The Executive Director shall serve under the direction of the Board of Directors as the chief executive officer of the Society. The Executive Director shall implement policies and programs of the Assembly of Delegates and Board of Directors; be responsible for relations with chapters, members, and external groups; supervise and manage the offices of the Society and engage all employees; serve as custodian of properties, deeds, records, and archives belonging to the Society and hold, invest, and disburse monies according to policies established by the Board of Directors; provide leadership for long-range planning; serve as Editor of Society publications; and coordinate and expedite work of the Assembly of Delegates, Board of Directors, and national committees. The Executive Director shall be required to attend all meetings of the Board of Directors.
Section 1. Establishment of Committees. Committees shall be established by the Assembly of Delegates or by the Board of Directors. The Committee Chair and members shall be appointed by the Board of Directors with the exception of the Nominating Committee, which shall be elected. To be eligible for service on a national committee, a candidate shall have been an active member for the preceding twelve months prior to appointment.
Section 2. Committees and Their Duties. The Committees of the Society shall include the following:
Section 3. Vacancy. A vacancy in any committee shall be filled by the Board of Directors.
Section 4. Powers. A committee designated by the Board may exercise any powers of the Board to the extent provided by resolution of the Board. No committee, however, shall have the power to:
Section 5. Meetings. Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided for meetings of the Board. Minutes shall be recorded at each committee meeting and shall be presented to the Board.
Section 6. Consent to Committee Actions. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing. Written consents shall be filed with the Board.
Section 1. Establishment of Collegiate Chapters.
Section 2. Alumni Chapters.
Section 3. Chapters in Good Standing. A chapter in good standing shall comply with the Constitution, shall meet uniform criteria determined by the Board of Directors, shall have filed all required reports with the Executive Director, and shall be current in all financial obligations to the Society. The Board of Directors shall apply uniform criteria to determine those chapters that are not in good standing. Only chapters in good standing shall be eligible to vote in a mail ballot or to have a delegate to Conclave.
Section 4. Chapters Not in Good Standing.
Section 5. Reporting of Meetings. Each chapter shall determine the number of meetings to be held during the year and report the same on the Chapter Annual Report.
Section 6. Officers. A chapter must have at least three elected officers representing the functions of President, Vice President, Secretary, and Treasurer. The elected officers shall be the members of the chapter Executive Committee.
Any elected officer of the Chapter may be removed for cause. Sufficient cause for removal includes, but is not limited to: violation of the Chapter Bylaws or Society Constitution; violation of a rule, practice or procedure adopted by the Chapter; any conduct deemed prejudicial to the best interests of the Chapter. Prior to a vote on the matter of removal of an elected officer, the Chapter Executive Committee shall hold a formal hearing. At least thirty (30) days in advance of the hearing, the Chapter Executive Committee shall send by registered mail to the last recorded address of the officer a statement of the charges and notice of the time and place of the hearing at which the charges will be considered. The officer shall have the opportunity to personally appear at the formal hearing or to be represented by counsel. The officer may present any defense to the charges before action is taken. The Chapter Executive Committee shall adopt rules to ensure due process to the officer. The Chapter Executive Committee may recommend removal to the Society Board of Directors upon a two-thirds affirmative vote. The Society Board of Directors shall adopt the recommendation of the Chapter Executive Committee either at the next meeting or through an electronic meeting.
Section 7. Chapter Advisory Councils. Collegiate chapters shall have chapter advisory councils. A chapter advisory council shall consist of two or more professional members, at least one of whom shall be a member of the faculty of the institution.
Section 8. Dues. Chapter dues shall be determined by the chapter.
Section 9. Designation of Chapters. The first collegiate chapter chartered by Delta Tau shall be designated Alpha, and the remainder of the chapters shall follow according to the Greek alphabet.
Section 10. Alumni Chapters. Alumni chapter names shall be chosen by the members of the chapter.
Section 11. Election of Members. Nominations of collegiate members shall be made by the Chapter Advisory Council. Nominations of professional members may be made by either a collegiate or an alumni chapter. Election shall be by a two-thirds vote of the chapter. National honorary members shall be nominated by a chapter or active member and elected by the Board of Directors by a two-thirds vote.
INDIVIDUAL MEMBERSHIP AFFILIATION
Section 1. Membership Affiliation. Individual Membership Affiliation contracts are available for colleges or universities who wish to promote the mission but are unable to support a Delta Tau Chapter. The same institutional criteria as that of chapters shall be required.
Section 2. Eligibility. The Delta Tau National Office shall conduct the membership process among students who are certified as eligible by faculty of the institution. Members who affiliate through this process shall be members of the National Chapter.
Section 3. Benefits. All benefits of membership shall accrue to this membership category except for chapter leadership.
Section 4. National Representation. Representation of the National Chapter in Conclave and the Assembly of Delegates shall be granted on a competitive application process. Representation shall be determined on the basis of 1 delegate for each 100 members.
Membership. At the conclusion of the term of office, each Board Chair shall become a member of the Leadership Council. The Leadership Council shall recognize the contribution of chairs and shall have such other duties as may be determined by the Board of Directors or the Assembly of Delegates.
Section 1. Publication. The official publication of the Society shall be called Delta Tau FORUM. It shall be published electronically as a communication link to the membership.
Section 2. Additional Materials. Additional publications may be authorized by the Board of Directors.
CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of the Society. Such authority may be general or confined to specific instances but the appointment of any person other than an officer to acknowledge an instrument required by law to be acknowledged should be made by instrument in writing. When the Board authorizes the execution of a contract or of any other instrument in the name of and on behalf of the Society, without specifying the executing officers, the Chair or Secretary may execute the same and may affix the corporate seal thereto.
Section 2. Loans. No loans shall be executed on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by the Board. Such authority may be general or confined to specific instances. No loan or advance to or overdraft of withdrawal by an officer or Director of the Society otherwise than in the ordinary and usual course of the business of the Society, and on the ordinary and usual course of the business or security, shall be made or permitted unless each such transaction shall be approved by a vote of two-thirds (2/3) of the Directors excluding any Directors involved in such transactions and a full and detailed statement of all such transactions and any payments shall be submitted at the next meeting of the Assembly of Delegates and the aggregate amount of such transactions less any repayments shall be stated in the next annual report to the Assembly of Delegates.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents, of the Society and in such manner as shall from time to time be determined by the Board.
Section 4. Deposits. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board may select.
Section 5. Voting of Securities Owned by this Society. Subject always to the specific directions of the Board, any shares or other securities issued by any other corporation and owned or controlled by this Society may be voted at any meeting of security holders of such other corporation by the Chair of this Society or by proxy appointed by the Chair, or in the absence of the Chair and the Chair's proxy, by the Secretary of this Society or by proxy appointed by the Secretary. Such proxy or consent in respect to any shares or other securities issued by any other corporation and owned by this Society shall be executed in the name of this Society by the Chair or the Secretary of this Society without necessity of any authorization by the Board, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Society shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Society the same as such shares or other securities might be voted by this Society.
Section 6. Contracts Between Society and Related Persons. Any contract or other transaction between this Society and one or more of its Directors or officers, or between this Society and any firm of which one or more Directors or officers are members or officers, or are otherwise interested is not void or voidable so long as the transaction complies with Section 545 of the Act (or successor provision). This Section shall not be construed to invalidate any contract or other transaction, which would otherwise be valid under the common and statutory law applicable thereto.
Section 1. Non-Derivative Actions. Subject to all of the other provisions of this article, the Society 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, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Society) by reason of the fact that the person is or was a Director or officer of the Society, or is or was serving at the request of the Society as a director, officer, partner, trustee or employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Society, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or 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 the person reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Derivative Actions. Subject to all of the provisions of this article, the Society 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 Society to procure a judgment in its favor by reason of the fact that the person is or was Director or officer of the Society, or is or was serving at the request of the Society as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys' 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 reasonably believed to be in or not opposed to the best interests of the Society. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the Society unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which 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 Section 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 by the Society against expenses (including actual and reasonable attorneys' fees) incurred by such person in connection with the action, suit or proceeding and in any action, suit or proceeding brought to enforce the mandatory indemnification provided by this article.
Section 4. Definition. For the purposes of Sections 1 and 2, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the Society" shall include any service as a Director, officer, employee, or agent of the Society which imposes duties on, or involves services by, the Director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the Society" as referred to in Sections 1 and 2.
Section 5. Contract Right; Limitation on Indemnity. The right to indemnification conferred in this article shall be a contract right, and shall apply to services of a Director or officer as an employee or agent of the Society as well as in such person's capacity as a Director or officer. Except as provided in Section 3 of this article, the Society shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board.
Section 6. Determination That Indemnification Is Proper. Any indemnification under Section 1 or 2 of this article (unless ordered by a court) shall be made by the Society only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1 or 2, whichever is applicable. Such determination shall be made in any of the following ways:
Section 7. Proportionate Indemnity. If a person is entitled to indemnification under Section 1 or 2 of this article for a portion of expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the Society shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
Section 8. Expense Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 1 or 2 of this article may be paid by the Society in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person involved to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the Society. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.
Section 9. Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the Society. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.
Section 10. Indemnification of Employees and Agents of the Society. The Society may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Society to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of Directors and officers of the Society.
Section 11. Former Directors and Officers. The indemnification provided in this article continues as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 12. Insurance. The Society may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Society, or is or was serving at the request of the Society as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Society would have power to indemnify him or her against such liability under this article or the laws of the State of Michigan.
Section 13. Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the Society relating to the subject matter of this article, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the Society to provide broader indemnification rights than such provisions permitted the Society to provide prior to any such change.
Section 1. Governing Rules. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with this Constitution and any special rules of order the Society may adopt.
AMENDMENT OF CONSTITUTION
This Constitution may be amended in any one of the following ways: