Bylaws

By-Laws
effective 01/01/2010

ARTICLE I

Section 1 - Name

The name of this organization shall be the Management Information Systems Association (MISA), hereafter referred to as the Association.

 
 
ARTICLE II
 

Section 1 - Purposes

 
MISA is designed to be a non-profit organization, whose day to day operations are run entirely by volunteers. The association is recognized locally as a non-profit organization and has established by-laws with the intention of remaining a non-profit organization in perpetuity. As such, all monies spent by the association and functions sponsored by the association should be performed in a manner consistent with this non-profit status.
 
If this association is dissolved for any reason, all assets and real and personal property will revert to a 501(c)3 organization. The designated recipient organization should closely match the purposes of MISA, as prescribed in these by-laws.
 
The purposes for which this organization is formed are:

a. To promote and foster the improvement of the field of management information systems through study, education, research, and the cooperative exchange of ideas

b. To assume responsibility for leadership and enlightenment of management in areas where the membership has demonstrated a competency or interest

c. To promote a broader understanding and acceptance of the management information systems function as a component of effective management

d. To provide a forum for members to discuss their current problems and to provide a medium for mutual self-improvement

e. To facilitate inter-departmental and inter-agency cooperation in all phases of management information systems

f. To promote the uniformity of standards in all phases of management information systems

g. To encourage, establish, and maintain a high standard of professional education, competence and performance and

h. To do any and all things that are lawful and appropriate in the furtherance of these purposes

ARTICLE III
 
Section 1 - Membership
 
There shall be four (5) classes of membership in this Association as follows:
 

a. Regular Membership

Any State of Michigan classified employee who is in full-time appointment status and is interested in a phase of management information systems and is consistent with the purposes for which this organization was formed.

Any State of Michigan classified employee who is a current member and has been laid off, may retain their current membership and full benefits for the year.

b. Associate Membership

Any individual not able to meet the qualifications for Regular Membership may be eligible to an Associate Membership in MISA. To be eligible for an Associate Membership, an individual must be either a former State of Michigan employee classified as full-time, a contractor, or a Student Assistant currently employed by the State of Michigan.

c. Life Membership

A life membership shall be granted to any person who has been a regular member in good standing for at least 20 consecutive years. A life member shall not be required to pay annual dues and shall retain all the rights and privileges of a regular member at the beginning of their Twentieth Membership Year.

d. Honorary Membership

Honorary membership may be granted to individuals who have demonstrated an extraordinary effort on behalf of management information systems in general and within state government in particular. Honorary membership may also be granted to regular and life members in good standing who retire from state service. This membership shall be granted retroactive to those members who can be so identified in the secretary's records.

 e. Commercial Membership

Any licensed commercial organization interested in partnering with MISA to advance and promote educational opportunities in the area of Information Technology for all MISA member. 

Section 2 - Rights and Privileges

Only Regular Members are entitled to:

a.      be an officer of this Association

b.      vote on matters pertaining to Association business

c.      attend and participate in Board meetings and committee meetings, when so invited

Section 3 - Application for Membership

Membership application procedures shall be as follows:

a. Application for membership shall be submitted online at www.misasom.org, or on a form supplied by the association to any Board Member or the association

b. Approval of an application for membership only requires a cursory verification of State of Michigan Employment by a Member of the Board

c. The membership application shall be submitted to the Board at the next scheduled Board meeting to begin the formal enrollment process. Disapproved candidates will be given fifteen (15) days from date of chair's memo in which to appeal the action

Section 4 - Membership Suspension

Membership shall be suspended if:

a. payment of dues is not received by March 1st

b. payment for lunches, conferences, etc. is not received in a timely manner

A suspended member shall lose all rights and privileges.

A member shall be reinstated if dues are paid in full prior to the end of the fiscal year.

Section 5 - Membership Termination

A membership is terminated when requested by the member in writing to the secretary with no further action or as in Section 4 a.

A two-thirds (2/3) vote of the Board shall be required to terminate a membership when:

a. A member no longer qualifies for membership, or

b. A member has committed a breach of professional ethics, or

c. A member is under suspension at the end of the association year, or

d. A member exhibits behavior unbecoming of a MISA member

ARTICLE IV

Section 1 - Meetings

a. Association meetings shall be held monthly, except for the months of June, July and August, which shall be left to the discretion of the Board.

      1.   A quorum for the conduct of business at Association meetings shall consist of at least thirty-five percent (35%) of all Regular Members in good standing.

      2. Association meeting notices shall be sent to the membership or posted to the MISA web site at least ten (10) days prior to the meeting.

b. The Annual Meeting shall be the December monthly meeting.

c. Standing Committee and Ad Hoc committee meetings shall be scheduled at the discretion of the committee chair.

d. Special meetings may be called by the President when approved by two-thirds (2/3) of the members of the Board.

ARTICLE V

Section 1 - Fiscal Year

The fiscal year shall begin on January 1 of each year and close on the following December 31.

Section 2 - Dues

a. Regular, associate, and commercial members shall pay dues on an annual basis.

b. Honorary and life members are exempted from paying dues.

c. The association secretary is exempted from paying dues while in office as secretary.

d. To ensure the financial well being of the association, the Board shall review the annual dues amount each fiscal year and make adjustments as appropriate for the next fiscal year.

All dues are payable to the secretary by March 1 following the beginning of the association year or upon submission of application for membership.

ARTICLE VI

Section 1 – Board Positions

The MISA Board shall consist of Officers, Directors and a Past President:

A.      Elected Positions

1.      Officers

The elected Officers of this Association shall be:

a. President

b. 1st Vice President

c. 2nd Vice President

d. Secretary

e. Treasurer

2. Directors

There shall be three (3) directors elected to the association each year.

B.     Non-elected Positions

1. Immediate Past President

Section 2 - Term of Office

a. The term of office for all Officers and Directors shall be one (1) year and will begin on February 1st.

b. Directors may serve an unlimited number of terms if so elected.

c. The association secretary and treasurer may serve an unlimited number of terms if so elected.

d. The President, 1st Vice President, and 2nd Vice President shall not succeed themselves in that office.

e. No member shall serve as President, or 2nd Vice President until that member has served at least one (1) year as an elected Officer, or Director.

Section 3 - Vacancies

a. Any office vacated during the fiscal year shall be filled by a two-thirds (2/3) vote of the Board.

b. All officers elected per Section 3a shall serve for the remainder of the fiscal year.

Section 4 - Elections

All offices shall be filled by a simple majority vote of Regular Members present at the Annual Meeting.

ARTICLE VII

Section 1 - Roles and Responsibilities of the Officers and Directors

a. The Secretary shall maintain the roles and responsibilities of the Officers and Directors in a separate document and ensure that they posted to the association website, and are readily available to Association members.

ARTICLE VIII

Section 1 - Roles and Responsibilities of the Board

a. shall determine the nature, time, and place of all meetings;

b. shall approve all expenditures of Association funds;

c. shall provide for audit of financial records and reports of the Treasurer;

d. shall review the annual dues amount each fiscal year and make adjustments as appropriate for the next fiscal year;

e. shall review the roles and responsibilities of the Association Officers and Directors at least once each fiscal year and make adjustments as appropriate;

f. shall meet monthly or as deemed necessary by the President;

g. shall perform all duties provided by these By-Laws.

ARTICLE IX

Section 1 - Rules Committee

a. This committee is chaired by the Past President with the Directors serving as members of the committee.

b. It shall be responsible for maintaining a current manual of all resolutions, standing rules, and the By-Laws of the Association.

c. The chair of this committee, with the advice of the other members of this committee, is the final authority on the interpretation of these By-Laws and upon the order of conduct of all disputes arising during a meeting.

Section 2 - Nominating Committee

a. This committee is chaired by the Past President with the Directors serving as members of the committee.

b. It shall solicit from the membership and accept a slate of candidates for officers and directors for the ensuing year.

c. It shall make available for review by the membership, 10 days prior to the annual meeting, the slate of candidates for officers and directors for the ensuing year.

d. The chair shall place the slate of candidates in nomination at the Annual Meeting.

ARTICLE X

Section 1 - Voting

a. Unless otherwise provided herein, voting shall be based upon a simple majority of the votes cast.

b. Election of Officers and Directors at the Annual Meeting shall be by secret ballot for positions with multiple candidates.

c. Secret balloting shall not be used on other matters unless deemed necessary by the President, or upon the request of at least 10% of the members present.

Section 2 - Parliamentary Authority

a. All meetings of the Association and the Board shall be governed by the rules of order as prescribed in "Roberts' Rules of Order - Revised", provided the same are not superseded by the By-Laws.

b. The rules of order and/or By-Laws may be temporarily suspended by a two-thirds (2/3) vote of the Regular Members present at a monthly meeting.

c. The Rules Committee shall be the authority for the interpretation of these By-Laws.

Section 3 - Association Communications

a. All written communications distributed under the name of the Association, with the exception of pre-approved correspondence, shall have the approval in its final form by a two-thirds (2/3) votes of the Association Board.

ARTICLE XI

Section 1 - Amendments

a. Amendments to these By-Laws shall be proposed in writing to the rules committee, with notification of proposed changes being sent to the President.

b. The Rules Committee shall report to the Board their recommendation at the next meeting of the Board;

c. The Board shall direct the Secretary to submit the proposed amendment to all Regular Members at least ten (10) days prior to the next monthly meeting, along with the recommendations of both the Rules Committee and the Board.

d. Passage of the amendment shall require a two-thirds (2/3) vote of the Regular Members present at the monthly meeting.

ARTICLE XII

Section 1 - Indemnification Statement

a. The Association shall indemnify to the extent allowed by the corporation statutes of the State of Michigan 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 by reason of the fact that the person is or was a director, officer, employee or agent of the Association or served any other enterprise at the request of the Association. The person to be indemnified must have acted in good faith and in a manner she/he reasonably believed to be in or not opposed to the best interests of the Association or its members, and with respect to any criminal action or proceeding, had no reasonable cause to believe her/his conduct was unlawful.


 

 

 


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