Name and Purpose
- Name and Organization.
The Financial and Estate Planning Council of Metropolitan Detroit, Inc. (“the Council”), is a Michigan nonprofit corporation with a perpetual corporate term.
The Council shall be a members’ professional association, supported by members’ dues, the objects and purposes of which are set forth in Article II of the Council’s Articles of Incorporation, as follows:
To (i) promote cooperative efforts in the fields of estate and business planning among the professions and business enterprises represented by the members, always keeping in mind the interests of their clients, (ii) engage in study, discussions, meetings and additional activities which will continuously improve their combined services, (iii) promote respect and understanding of the relationships among the professions and business enterprises represented by the members, and (iv) promote understanding of financial and estate planning matters among the public generally.
There are three classes of membership:
- Full Membership: Any officer of a bank or trust company, attorney, or person who holds an accounting, finance, insurance, property casualty insurance, or philanthropy credential(s) as generally accepted by the industry and approved by the Board of Directors, or the holder of a masters degree in business, finance, tax or accounting who is directly involved in estate planning may become a Full Member of the council, subject to the recommendation of the membership committee, approval of the board of directors and full payment of dues for the fiscal year during which the person is admitted. The application for membership must bear the recommendation of two Full Members, one from the practice area of the applicant and one from a different practice. Only one recommendation in support of membership may be from a member with the same employer as that of the applicant. A Full Member shall have the privilege to vote, sponsor new members, and hold office.
- Associate Membership: Applicants who are directly involved in estate planning, estate administration or are employed in professions that support estate planning and administration but do not have the required degrees and/or credentials to qualify for Full Membership may be eligible for Associate Membership in the council. Associate Membership is subject to the recommendation of the Membership Committee, approval of the Board of Directors and full payment of dues for the fiscal year during which the person is admitted. The application for membership must bear the recommendation of two Full Members, each from separate practice areas. Only one recommendation in support of membership may be from a member with the same employer as that of the applicant. Associate members cannot vote, sponsor new members or hold office.
- Student Membership: A full time student is eligible for Student Membership upon the recommendation of the Membership Committee, approval of the Board of Directors and full payment of dues for the fiscal year during which the person is admitted. Student Members are eligible for a 50% reduction in dues for a maximum of 2 years. At the end of the second year the Student Member will be required to apply for membership as a Full or Associate Member under those defined guidelines. The application for Student Membership must include a copy of verification of University/College enrollment. Student members do not require letters of recommendation. Student members cannot vote, sponsor new members or hold office.
2.2 Limitations of Members.
Notwithstanding the provisions of Section 2.1 above, a person shall not become a Member of the Council if such person would cause the number of Members to exceed 1,100. [Amended 10-29-02 to remove limit on number of members per discipline]
2.3 Membership Committee.
The Board of Directors shall annually select a membership chairman who may be a Director. The membership chairman may select a committee from the membership at large. Applications for membership shall be referred to the chairman for investigation and report to the Board of Directors for its action.
2.4 Termination of Membership.
Membership in the Council shall be terminated in the event that:
(a) Annual dues are not paid by a Member on or before March 1 of each year.
(b) Except in the case of an Emeritus Member, a Member fails to attend in person at least one meeting of the Council in any two consecutive fiscal years of the Council unless he or she shows good cause therefore in writing to the Board, or
(c) The Board of Directors at a duly held meeting adopts a resolution providing for expulsion of a Member from the Council but only if (i) the Member was given at least 14 days advance written notice of such Board meeting and of the proposed action to be taken, (ii) the Member is given a reasonable opportunity to be heard by the Board, and (iii) at least two-thirds of the Directors vote in favor of such resolution.
Notwithstanding the foregoing, the Board of Directors may in its sole but reasonably exercised discretion restore a person’s membership to the Council upon a showing of good cause in a written explanation to the Board of Directors.
(a) Annual Meetings. The annual meeting of the Members of the Council shall be held each year between September 1 and December 31 at such hour and place as shall be designated by the Board of Directors. At the meeting, the Members shall elect Directors to serve on the Board of Directors, elect the Officers of the Council, and transact such other business as may properly come before the meeting. Failure to hold the annual meeting at the above designated time or to elect a sufficient number of (or any) Directors at the meeting or any adjournment thereof shall not affect otherwise valid actions of the Council.
(b) Special Meetings. Special meetings shall be called by the president or upon request of a majority of the Board of Directors or upon petition filed with the secretary setting forth the purpose(s) of such special meeting and signed by not less than 20 of the Council’s Members on the date the petition is filed with the secretary.
(c) Place of Meeting. Any and all meetings of Members of the Council shall be held within the State of Michigan, provided that no meeting shall be held outside the Michigan counties of Wayne, Oakland, Macomb, or Monroe except as determined by the Board of Directors.
(d) Notice of Meetings. Except as otherwise required by statute, at least 15 days [20 days if the purpose of the meeting is to either (i) adopt an amendment to the Articles of Incorporation or (ii) approve a merger, consolidation, or sale or other disposition of all or substantially all of the Council’s assets], but not more than 60 days, before the day fixed for the holding of a members meeting, written or printed notice of the time, place, and purpose(s) of such meeting shall be given (as provided under Section 7.5 below) to each member entitled to vote at such meeting. Such notice may be given by any person properly authorized under Section 2.5(b) above to call such meeting, and, in the case of an annual meeting or a meeting called by the requisite number of Members, shall be given by the secretary (or other person directed by the Board to give such notice). In the event that the Articles are to be amended or a merger, consolidation, or disposition of all or substantially all of the Council’s assets is to be approved at such meeting, the notice of such meeting shall set forth the proposed documents or summary of the change or transaction to be effected thereby. When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the business which may be transacted shall be limited to that which could properly have been transacted at the original meeting. However, if after an adjournment the Board fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each Member on such new record date.
(e) Voting. Each Member shall be entitled to cast one vote in person or by proxy for each Director to be elected at the annual meeting and on all other matters which may be presented properly to the annual or special meetings. The result of any vote taken shall be determined by a majority of the votes cast unless otherwise provided by law.
(f) Proxies. No proxy shall be deemed operative unless and until properly signed by a Member given to another Member and filed with the secretary of the meeting or the officer responsible for maintaining the list of members. Unless otherwise provided in the proxy, each proxy shall extend to all meetings of members and shall remain in force until the expiration of 90 days from its date or until its prior revocation as hereinafter provided. The authority of the holder of a proxy to act is not revoked by the incompetence of the Member who executed the proxy or by his attempted revocation of such proxy unless, before the authority is exercised, written notice of such revocation or adjudication of incompetence is received by the officer of the Council responsible for maintaining the list of members.
(g) Quorum. A quorum of the Members exists if 20% of the Members are present in person or by proxy. In the absence of a quorum, no business may be transacted at any meeting of Members, but the Members present in person or by proxy, by majority vote, may adjourn the meeting from time to time without further notice.
2.6 Emeritus Status.
A person who is described in this Section may elect to take the status of Emeritus Member. An Emeritus Member shall not be permitted to vote but shall not be subject to Section 2.4(b).
A person is eligible to take Emeritus Member status if the person:
(a) Has been a Member of the Council for fifteen (15) years or such shorter period as determined on an individual basis by the Board;
(b) Has permanently retired from full-time activity in any one or more of the 5 Disciplines or in the area of work in which the Other Qualified Member participated. Full time activity for these purposes constitutes devoting more than one thousand (1,000) hours per year to work in one or more of the 5 Disciplines or as an Other Qualified Member; and
(c) Submits a written request to the Board stating that the person meets the requirement described in (b) above and such request is subsequently approved by the Board.
Judges of the Probate Courts of Macomb, Monroe, Oakland or Wayne may elect to be Honorary Members. The Board of Directors may also from time to time admit as an Honorary Member a person who, while not otherwise eligible, has (in the discretion of the Board), demonstrated special expertise in estate planning matters or made extraordinary contributions to the Council. Honorary Members shall not pay dues, may not vote and may not be a Director or an Officer.
Board of Directors
3.1 Power and Composition.
The control and management of the affairs of the Council shall be vested in the Board of Directors, which shall consist of the Council’s president, vice president, and secretary-treasurer as well as 7 other Members, all 10 of which shall be selected so that there is representation from each of the 5 Disciplines at all times. Notwithstanding the foregoing, if a Director transfers from one of the 5 Disciplines of Council membership to another or becomes an Other Qualified Member during such Director’s term of office, such transfer shall not prevent such Director from continuing or being re-elected on a consecutive fiscal year basis as a member of the Board of Directors or as an Officer of the Council. If the immediate past president is not serving as an elected member of the Board of Directors, such person shall serve as an ex-officio member of the Board of Directors and shall have no vote except in the case of a tie. From time to time the Board of Directors may increase the number of Directors, but there shall not be in excess of 12 elected Directors without the vote of the Members. [Amended 4-22-08]
- Election and Term of Office.
The Directors shall be nominated as provided in Article 5 below and elected in accordance with Section 2.5(e) above for rotating two-year terms with approximately half the Board being elected each year and shall hold office until their successors are elected. No Director may serve more than six consecutive fiscal years, except that a Director may serve for additional years if the Director is elected as an officer for that year or years. After serving the maximum consecutive fiscal years, at least five years shall lapse before a person may again be elected a Director. For these purposes, years of service and elapsed years shall be measured by the approximate 12-month period from one annual meeting to the next annual meeting. Except as provided in Section 3.1 above (pertaining to the transfer from one of the 5 Disciplines to another or to status as an Other Qualified Member), if a person who is a Director ceases to be actively engaged in one of the 5 Disciplines on which his or her membership has been based for reasons other than illness or similarly extenuating circumstances satisfactory to a majority of the other Directors (even if less than a quorum) for three consecutive months, such person shall cease to be a Director and the vacancy shall be filled pursuant to Section 3.3 below. [Amended 4-25-06]
- Removal of Director.
A Director may be removed from the Board by a vote of two-thirds of the Directors other than the person whose removal is under consideration.
Any vacancy occurring on the Board of Directors may be filled by the vote of a majority of the remaining Director(s), whether or not such remaining Director(s) would constitute a quorum of the Board. The term of office of each person so elected shall continue until the expiration of the term of the Director who caused the vacancy. The person elected to fill the vacancy shall be a Member of the same category of the 5 Disciplines of Council membership as the person who caused the vacancy. For the purpose of determining the limitation on the number of fiscal years such new Director may serve, if the person serves as a Director for more than six months during the fiscal year in which the person is elected, the person shall be regarded as having served a full fiscal year; if otherwise, such service shall be disregarded.
(a) Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held as soon as practicable after the election of Directors following the annual meeting of members. Other regular meetings of the Board of Directors may be held at such times and places as the president or a majority of the Directors agree upon in writing. Any business may be transacted at the annual meeting and at any regular meeting of the Board of Directors and no notice of such meetings shall be required.
(b) Special Meetings. Special meetings of the Board of Directors shall be held at such time as called by the president, the secretary, or by any 3 Directors. The person calling such a meeting shall give written notice of the time, place, and purposes of such meeting to each Director at his or her residence or usual place of business, at least 3 days, if mailed, or at least 1 day, if personally delivered or sent electronically or by facsimile, before the day on which such meeting is to be held. Business transacted at a special meeting need not be confined to the purposes set forth in the notice of such meeting unless such notice specifically states that it will be thus confined.
(c) Place of Meetings. Any and all meetings of the Board of Directors shall be held within the State of Michigan.
(d) Quorum and Manner of Acting. At all meetings of the Board of Directors, the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. A majority of the Directors present at any meeting may, without notice, adjourn the meeting from time to time until a quorum is present. Except as may be otherwise specifically provided by statute, the Articles of Incorporation, or these Bylaws, the acts of a majority of the Directors present at a meeting at which there is a quorum shall be the acts of the Board.
(e) Action by Consent. Unless otherwise provided by the Articles of Incorporation, action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or a committee thereof may be taken without a meeting if, before or after the action, all Members of the Board or of the committee consent thereto in writing. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent has the same effect as a vote of the Board or committee for all purposes.
(f) Meetings by Conference Telephone. Any Director who participates in a Board of Directors meeting by conference telephone (or similar communications equipment), so that all persons participating in the meeting can hear each other shall be deemed present in person at each meeting.
There shall be no compensation for services of the Directors of the Council as Directors.
- Finance Committee
(a) The Council's books of account shall be reviewed at least once each year by a finance committee appointed by the then-current President. The finance committee shall be comprised of at least 3 board members, none of whom shall be an officer of the Council. The President shall designate the Chair-Person of the finance committee.
(b) Each year, within a reasonable period of time following the presentation of the annual financial report of the Treasurer, but no later than the next meeting of the Board of Directors, the finance committee shall make a recommendation to the Board of Directors as to whether formal financial statements should be prepared by a certified public accountant on behalf of the Council. The appointment and engagement of the certified public accounting firm shall be approved by the Board of Directors.
(c) Every five years or with the change of the Executive Secretary of the Council, if sooner, the finance committee shall make a recommendation to the Board of Directors as to whether an audit or compiled or reviewed financial statements should be prepared on behalf of the Council. The appointment and engagement of the certified public accounting firm shall be approved by the Board of Directors.
In addition to the committees specifically described in these By-Laws, the Board may establish from time to time such committees as it determines will further the purposes of the Council. Each such committee shall be chaired by a Director.
4.1 Elected Officers.
The officers of the Council shall be Members who are Directors and shall consist of a president, a vice president, and a secretary-treasurer. All of the officers shall be elected in accordance with Article 5 and shall hold office for one fiscal year and until their successors are elected.
(a) President. The president of the Council shall be the chief executive officer of the Council and shall preside at all meetings of the Council and the Board of Directors.
(b) Vice President. The vice president of the Council shall, in the absence of the president, serve as the chief executive officer of the Council and shall preside at all meetings of the Council and the Board of Directors.
(c) Secretary-Treasurer. The secretary-treasurer of the Council shall act as secretary at meetings of the Council and the Board of Directors, shall be charged with the responsibility of recording proper minutes of all proceedings, and shall have custody of all funds and property of the Council. In addition, the secretary-treasurer shall:
- Prepare and submit a statement of the financial condition of the Council at each annual meeting of the Members and at such other time and in such manner as the Board of Directors or statute may require;
- Furnish at the Council’s expense, if required by the Board of Directors, a surety bond in such amount as the Board of Directors may from time to time require;
- Maintain the list of Members; and
- Send notices of meetings when required or permitted by these By-Laws or the law.
(d) Board Determination. The Board may determine, from time to time, to separate the offices of Secretary and Treasurer and designate the Director to fill the additional position until the next annual Meeting of the Members, at which time the position shall be filled by vote of the Members in accordance with Article 5.
- Executive Secretary.
The Board of Directors may employ an executive secretary at such compensation, for such period, and with such duties, facilities, and assistance as may be deemed necessary. Such executive secretary shall have charge of the Council’s records and files, shall assist the secretary-treasurer at meetings of the Council and the Board of Directors, and perform such other duties as will expedite the activities of the Council as directed by the Board of Directors.
- Removal of Officers.
An officer may be removed and his or her replacement named by majority action of the Board.
If a vacancy occurs in any office, the Board of Directors may appoint a current Member of the Board as a successor to fill such vacancy for the remainder of the term.
Nominations of Officers and Directors
5.1 Nomination by Committee.
At least 60 days prior to the date of the annual meeting, the president shall appoint a nominating committee of not fewer than 5 Members containing equal representation from each of the 5 Disciplines of membership. The nominating committee shall submit:
(a) Nominees from the Members of the Council for membership on the Board of Directors to succeed those members of the Board whose terms are to expire at the end of the current fiscal year and
(b) Nominees from the members of the Board of Directors, including the nominees submitted in Paragraph (a) above, for officers of the Council for the ensuing fiscal year.
Such nominating committee shall file the names of their nominees with the secretary-treasurer at least 20 days before the date of the Members’ annual meeting.
- Nomination by Members.
In addition to those nominated as provided in Section 5.1 above, any 15 Members may nominate one or more candidates selected from the Members of the Council for membership on the Board of Directors and for officers from the members of the Board by written notice filed with the secretary-treasurer at least 20 days before the date of the Members’ annual meeting.
(a) Action by Third Parties. Unless otherwise provided by law, the Articles of Incorporation, or these Bylaws, the Council shall indemnify a person who was or is a party or is threatened to be made a party on 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 Council, by reason of the fact that the person is or was a Director, officer, employee, or agent of the Council, against expenses including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding. Such indemnification shall occur only 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 Council or its members and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe that 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 Council or its Members and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
(b) Action by or on Behalf of the Council. Unless otherwise provided by the law, the Articles of Incorporation, or these Bylaws, the Council shall indemnify a person who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the Council to procure a judgment in its favor by reason of the fact that the person is or was a Director, officer, employee, or agent of the Council against expenses, including actual and reasonable attorneys’ fees and amounts paid in settlement incurred by the person in connection with the action or suit unless it is determined by a court that 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 Council or its Members
6.2 Payment of Expenses in Advance.
Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 6.1 above may be paid by the Council in advance of the final disposition of such action, suit or proceedings as authorized in the manner provided in Section 6.3 below upon receipt of an undertaking by or in behalf of the Director, officer, employee or agent to repay such expenses if it is ultimately determined that the person is not entitled to be indemnified by the Council. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured.
6.3 Determination to Advance Expenses.
The determination to advance expenses to a person claiming a right to indemnification may be made in any of the following ways:
(a) By the Board by a majority of a quorum consisting of Directors who were not parties to such action, suit, or proceeding,
(b) If the quorum described in paragraph (a) is not obtainable, then by a majority vote of a committee consisting of not less than two Directors who are not parties to the action,
(c) By independent legal counsel in a written opinion, or
- By a majority vote of a quorum of Members.
- Partial Indemnification.
If a person is entitled to indemnification under Section 6.1 above for a portion of expenses including attorneys’ fees, judgment, penalties, fines and amounts paid in settlement but not for the total amount thereof, the Council 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.
- 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 6.1, 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 provisions of this Article.
- 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 corporation as well as in such person’s capacity as a director or officer. Except as provided in Section 6.5 of this Article, the corporation 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.
- Former Directors and Officers.
The indemnification provided in this Article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.
- Fiscal Year.
The fiscal year of the Council shall end December 31 each year.
- Corporate Seal.
The corporation is not required to have a seal.
Except with the prior approval of the Board, which may be withheld for any reason or no reason, no Member shall use the membership in this Council in any form of advertisement or solicitation of business.
The annual dues for members shall be fixed by the Board of Directors and shall be payable in advance on the first day of each July for the fiscal year that ends the following June 30. The Board of Directors shall have the discretion to adopt a policy of prorating dues for those persons who become members during the last quarter of the Council’s fiscal year.
- Notice and Waiver of Notice.
(a) Formalities of Giving Notice. Except as otherwise permitted in these By-Laws or by statute, any notice or other written communication required or permitted to be given, made, or sent by statute, the Articles, or these Bylaws, shall be in writing duly executed by or in behalf of the party or parties giving or making the same [by actual, typed or otherwise reproduced signature(s)] and shall be physically delivered or sent by registered, certified, express, or other first class mail to each person entitled thereto (when so sent, such notice or communication shall be plainly addressed to such person at such person’s last known address). If any instrument is sent by mail as provided above, the date of its deposit (with postage thereon prepaid) in a post office or official depository under the exclusive care and custody of the United State Postal Service shall be deemed to be the date of the notice or other written communication contained in such instrument.
(b) Other Forms of Notice. In addition to the other forms of notice permitted in these By-Laws or by statute, the Board of Directors, by consent of at least ¾ of the Directors, may authorize such notice to be sent by commercial courier, electronically or by facsimile.
(c) Waiver of Notice. Any prescribed period of time or notice related to any meeting or action as required herein, in the Articles or by statute may be waived (either before or after such meeting or action) by the person entitled to such notice or to participate in such action by:
- Submitting a signed waiver thereof or consent thereto or
- Attendance in person (or by proxy in the case of a member, or by conference telephone in the case of a Director) at such meeting unless attendance was solely for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
All monies, securities and other valuables of the Council shall be deposited in such accounts and/or safe deposit boxes in the name of the Council with any institution(s) providing such services, including brokerage firms and mutual funds, as the Board of Directors from time to time shall designate for such purposes, and shall be withdrawable only by checks or orders signed by the personal signature of such two officers or agents as may be designated from time to time by the Board.
7.7 Transitional Provisions. [Deleted 1-20-09]
Amendment of Bylaws
8.1 The Bylaws of the Council may, in any particular, be amended (or repealed and new Bylaws adopted), not inconsistent with any provision of the Articles or any statute, either (i) by the affirmative vote of a majority of the Members present at any annual or special meeting of Members at which there is a quorum or (ii) by the affirmative vote or consent of all of the Directors at any regular or special meeting of the Board.
CERTIFICATION OF BY-LAWS
I, the undersigned Secretary-Treasurer of The Financial and Estate Planning Council of Metropolitan Detroit, Inc., a Michigan non-profit corporation, do hereby certify that the foregoing By-Laws, as last amended on September 28, 2010, were originally adopted by the required majority of the Members of the Detroit Council on May 2, 2000 and by the required majority of the Members of the Oakland Council on May 16, 2000.
WITNESS my hand this 28th day of September 2010.
Brad M. Kreiner, CFP®