BYLAWS
OF
Rose City Area Community Center (RCACC)
ARTICLE 1
Name and Purpose
Section 1. Name. The name per the Interlocal Agreement is Rose City Area Community Center (RCACC).
Section 2. Purpose. To operate exclusively for social, recreational, or educational purposes and other community related activities through programming conducted by the professional staff under the direction of the consortium board for the benefit of the citizens of Rose City, Rose, Klacking, Cummings and Hill Townships.
ARTICLE II
Office and Address
Section 1. Principal Office and Address. The principal office and address of the Rose City Area Community Center shall be at P.O. Box 136, 120 Ward Street, Rose City, MI. 48654
Section 2. Other Offices. The RCACC may also have an office or offices in such other place or places as the business of the RCACC may require and the Board of Directors may from time to time approve.
ARTICLE III
Board of Directors
Section 1. Directorship/Management. The RCACC shall be organized upon a Directorship basis. The property, businesses, and affairs of the RCACC shall be managed by its Board of Directors.
Section 2. Number and Term of Office. The Board of Directors shall consist of equal members per Municipality and currently contemplates five members. The governing body of each participating Municipality shall appoint one member and one alternate member to act during the absence of the principle member. Must be a resident of Ogemaw County
In the event that a Municipality withdrawal from the RCACC resulting in an even number of Board of Directors, an “at large” member, who must be a resident of one of the remaining Municipalities and shall be selected by a majority vote of the Board.
Section 3. Employment. No member of the Board of directors shall be an employee of the RCACC.
Section 4. Terms of Board of Directors. The term of office of all members of the Board of Directors shall be at least two years, but not more than four years, subject to re-appointment.
The Board of Directors shall stagger the terms of the board in the first 6 months of its formation.
The governing body “at large” member and alternate “at large” member shall serve a term of two years subject to re-appointment.
Section 5. General Powers as to Negotiable Paper. The Board of Directors Chairperson or designee, shall, from time to time, prescribe the manner of making, signature or endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents, who shall from time to time be authorized to make, sign or endorse the same on behalf of the RCACC.
Section 6. Powers as to Other Documents and Activities. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any conveyance or other instrument in the name of the RCACC, and such authority may be general or confined to specific instances. When the execution of any contract, conveyance, or other instrument has been authorized without specification of the officers authorized to execute, the same may be executed on behalf of the RCACC by the Chairperson or Vice Chairperson, and, to the extent required, attested by the Secretary, or the Treasurer.
Section 7. Compensation. Board of Directors shall serve without compensation but shall be reimbursed for actual, reasonable, and necessary expenses incurred by a Director in his or her capacity as a Director. Reimbursements must be pre-approved by the Chairperson or Vice Chairperson. Nothing herein shall be construed to preclude any Director from serving the RCACC in any other capacity and receiving compensation, therefore.
ARTICLE IV
Meetings
Section 1. Annual Meeting. The annual meeting of the Board of Directors of the RCACC shall be held at its office in Rose City, Michigan, or at such other place within or without the State of Michigan as may from time to time be selected by the Directors, on the 1st Monday in January in each year (or if said day be a legal holiday, then on the next succeeding day not a holiday) at 6:00 o’clock p.m., , electing or appointing directors and officers for the ensuing year and for the transactions of such other businesses as may be brought before the meeting.
Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such times or intervals and at such places within or without the State of Michigan as may from time to time be determined by resolution of the Board, which resolution may authorize the Chairperson to fix the specific date and place of such regular meetings, in which case notice of the time and place of such regular meetings shall be given in the manner hereinafter provided. During the First year, The Board shall meet once per month after once every three months at a minimum. The primary meeting place will be at the RCACC.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson and shall be called by the Chairperson or Secretary at the direction of not less than three Directors then in office, or as may otherwise be provided by law. Such meetings shall be held at the office of the RCACC in Rose City, Michigan, unless otherwise directed by the Board of Directors and state in the notice of meetings, in which case the meeting may be held at any place within or without the State of Michigan. Any request for a meeting by Directors shall state the purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. When notice of a meeting is required by these Bylaws or by law, such notice shall contain the time, place and purpose of the meetings, shall be signed by the Chairperson or a Vice Chairperson or the Secretary , and shall be served either personally or by mail upon each Director not less than 10 nor more then 60 days before the meeting; provided that no notice of adjourned meetings need to be given. If mailed, the notice shall be given as may be required by law. Meetings may be held without notice if all Directors are present in person or if notice of the time, place and purpose of such a meeting is waived by telegram or other writing, either before or after the holding thereof, by all Board of Directors not present at such a meeting. Meetings dates shall be posted to the public via Public Notice and/ or RCACC Website. Roberts Rules of Order Newly Revised shall be followed
Section 5. Quorum. A Majority of the Directors then in office, in person or by proxy, shall constitute a quorum for the transaction of business and the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, except as action by a majority or all of the Directors then in office may be specifically required by other sections of these Bylaws or by provisions of the Articles of P.A. 7 agreement RCACC. If less than a quorum shall attend the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meetings, until a quorum shall attend.
Section 6. Conduct of Meeting. Meetings of the Directors shall be presided over by the Chairperson or Vice Chairperson in his/her absence of the RCACC.
Section 7. Action by Unanimous Written Consent. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the RCACC either before or after the action is taken, such action shall be a valid corporate action as though it had been authorized at a meeting of the Directors and the written consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 8. Removal; Filling of Vacancies. Any Director may be removed from office with or without cause at any annual or special meeting of the Board of Directors by the affirmative vote of two-thirds of the Directors then in office. Vacancy occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve shall be filled at any time by. A Director elected to fill a vacancy shall serve for the unexpired portion of the term.
Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the RCACC, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 10. Telephonic/Virtual Conferences. A Director may participate in a meeting of Directors by a conference telephone or Virtual equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the name of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this Section constitutes present in person at the meeting. However, for the passage of a motion at a Board of Directors meeting, the Director attending virtually will be unable to vote on any motion.
ARTICLE V
OFFICERS
Section 1. Election or Appointment. The Board of Directors shall elect a Chairperson, Vice Chairperson, Secretary, and a Treasurer of the RCACC at each annual meeting, The Chairperson may be referred to as Chairperson and Vice-Chairperson may be referred to as Vice Chairperson. . The same person may hold any two or more offices, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The Directors may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the RCACC.
Section 2. Term of Office. The Term of office of all officers shall commence upon their election or appointment and shall continue until the next annual meeting of the RCACC and thereafter until their respective successors are chosen or until their resignation or removal. Any officer may be removed from office at any meeting of the Directors, with or without cause, by the affirmative vote of a majority of the Directors, whenever in their judgment the best interest of the RCACC will be served thereby. An officer may resign by written notice to the RCACC. The resignation shall be effective upon its receipt by the RCACC, or a subsequent time specified in the notice of resignation. The Directors shall have power to fill vacancies in any offices occurring from whatever reason.
Section 3. Compensation. Any officer who is an employee of the RCACC shall not receive compensation from the RCACC for their services.
Section 4. The Chairperson. The Chairperson shall be the Chief Executive Officer of the RCACC and shall have general and active management of the activities and properties of the RCACC and shall see that all orders are resolutions of the Board of Directors are carried into effect. The Chairperson may execute all authorized conveyances, contracts, or other obligations in the name of the RCACC except where required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Directors to some other officers or agent of the RCACC. The Chairperson shall have the general duties and powers of supervision and management usually vested on the office of the Chairperson of a RCACC. The Chairperson of the RCACC shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all standing committees. In addition, the Chairperson shall do and perform such other duties as may, from time to time, be assigned to him or her by the Board of Directors.
Section 5. Vice Chairperson. The Vice Chairpersons in the order designed by the Board of Directors or, lacking such a designation, by the Chairperson shall, in the absence or disability of the Chairperson, perform the duties and exercise the powers of the Chairperson and shall perform such other duties as the Board of Directors shall prescribe. Any Vice Chairperson (unless otherwise provided by the resolution of the Board of Directors) may sign and execute all authorized bonds, contracts or other obligations in the name of the RCACC.
Section 6. The Secretary. The Secretary shall attend all meetings of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Directors or by the Chairperson, under whose supervision he or she shall act. In general, the Secretary shall perform all the duties generally incident to the Office of Secretary, subject to the control of the Board of Directors and the Chairperson. Minutes of each meeting will be taken and maintained by the Secretary and distributed to each Board of Directors members prior to the next meeting.
Section 7. The Treasurer. The Treasurer shall have custody of the funds and securities of the RCACC and shall keep full and accurate accounts of receipts and disbursements in books belonging to the RCACC and shall deposit all moneys and such other valuable effects in the name and to the credit of the RCACC in such depositories as may be designated by the Directors. He or she shall disburse the funds of the RCACC as may be ordered by the Directors, taking proper vouchers for such disbursements, and shall render to the Chairperson and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the RCACC. If required by the Directors, the Treasurer shall give the RCACC a bond in such sum and with such surety or sureties as shall be satisfactory to the directors for the faithful performance of the duties of that office and for the restoration to the RCACC (n case of his or her death, resignation, or removal from office) of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under his or her control belonging to the RCACC. The Treasurer shall give a verbal and/or written financial report at each RCACC meeting and distribute a financial report to each Board of Director as required by the RCACC Board.
ARTICLE VI
Bank Accounts and Loans
Section 1. Bank Accounts. Such officers or agents of the RCACC as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the RCACC in such bank or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents may withdraw any or all of the funds of the RCACC so deposited in any such bank or trust company, upon checks, drafts, or to their instruments or orders for the payment of money, drawn against the account or in the name or behalf of this RCACC, and made or signed by such officers or agents’ and each bank or trust company with which funds of the RCACC are so deposited is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts, or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the RCACC are deposited, the signature of the officers or agents of the RCACC so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts, and other instruments or orders for the payment of money shall be signed by the Chairperson or a Vice Chairperson and counter-signed by the Secretary or Treasurer of the RCACC.
ARTICLE VII
Indemnification of Directors
Section 1. Bonds/Notes. The members of the Board of Directors or any person executing any bonds or notes on behalf of the RCACC shall not be personally liable on the bond or note, or be subject to any personal liability or accountability by reason of the issuance of the bond or notes, by reason of the acquisition, construction, ownership, or operation of a project or action taken or omitted by the Board of Directors.
Section 2. Non-Derivative Actions. Subject to all of the other provisions of the Article VII, the RCACC 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 RCACC) by reason of the fact that the person is or was a director or officer of the RCACC, or is or was serving at the request of the RCACC as a director, officer, partner, trustee, employee, or agent of another foreign or domestic RCACC, business RCACC, 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 the person in connection with the action, suit or proceeding 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 RCACC or its members, and with respect to any criminal action or preceding, 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 reasonable believe to be in or not opposed to the best interest of the RCACC or its members, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
Section 3. Derivative Actions. Subject to all of the provision of this Article VII, the RCACC 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 y or in the right of the RCACC to procure a judgment in its favor by the reason of the fact that the person is or was a Director or officer of the RCACC, or is or was serving at the request of the RCACC as a director, officer partner, trustee, employee, or agent of another foreign or domestic RCACC, business RCACC, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including actual and reasonable attorneys fees and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believe to be in or not opposed to the best interest of the RCACC or its members. However, indemnification shall not be made for any claim, issue or matter in which the person has been found liable to the RCACC unless and only to the extent that the court in which the action or suit was brought has determined upon 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 which the court considers proper.
Section 4. Expenses of Successful Defense. To the extent that a director or officer has been successful on the merits of otherwise in defense of any action, suit or proceeding referred to in Section 2 or 3 of these By-laws, 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 attorneys’ fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Section 4.
Section 5.Definition. For the purpose of Sections 2 and 3 or this Article VII, “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 RCACC” shall include any service as a director, officer, employee, or agent of the RCACC which imposes duties on, or involves service by, the director or 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 RCACC or its members” as referred to in Sections 2 and 3 of this Article VII.
Section 6. Contract Rights: Limitation on Indemnity. The right to indemnification conferred in this Article VII shall be a contract right and shall apply to services of a director of officer as an employee or agent of the RCACC as well as in such person’s capacity as a director of officer. Except as provided in Section 4 of this Article VII, the RCACC shall have no obligation under this Article VII to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by this Board of Directors.
Section 7. Determination That Indemnification is Proper. Any indemnification under Section 2 or 3 of this Article VII (unless ordered by a court) shall be made by the RCACC 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 2or 3 of this Article VII whichever is applicable. Such determination shall be made in any of the following ways:
- By a majority vote of a quorum of the Board consisting of directors who were not parties to the action, suit or proceeding.
- If the quorum describe in clause (i) above is not obtainable, then by a majority vote of a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
Section 8. Proportionate Indemnity. If a person is entitled to indemnification under Section 2 or 3 of this Article VII for a portion of expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the RCACC 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 9. Expense Advance. Expenses incurred in defending a civil or criminal action, suit or proceedings describe in Section 2 or 3 of these By-laws may be paid by the RCACC 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 replay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the RCACC. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need to be secured.
Section 10. Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article VII is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation of the RCACC or a contractual arrangement with the RCACC. 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 11. Indemnification of Employees and Agents of the RCACC. The RCACC may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the RCACC to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of directors and officers of the RCACC.
Section 12. Former Directors and Officers. The indemnification provided in this Article VII 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 13. Insurance. The RCACC may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the RCACC, or is or was serving at the request of the RCACC as a director, officers, employee or agent of another RCACC, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the RCACC would have power to indemnify the person against such liability under these By-Laws or the laws of the State of Michigan.
Section 14. Change in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the RCACC relating to the subject matter of this Article VII, 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 RCACC to provide broader indemnification rights than such provisions prior to any such change. Subject to Section 15 of this Article VII, the Board of Directors is authorized to amend these By-Laws to conform to any such changed statutory provisions.
Section 15. Amendment or Repeal of Article VII. No amendment or repeal of this Article VII shall apply to or have any effect on any director of officer of the RCACC for or with respect to any acts or omissions of such Director of officer occurring prior to such amendment or repeal.
ARTICLE XIII
Fiscal year: Notices
Section 1. Fiscal Year. The fiscal year of the RCACC shall begin on the first day of January of each year and shall end on the 31st day of December following.
Section 2. Notices. Any notice required by statute or by these By-laws to be given to the Directors or to any officer of the RCACC, unless otherwise provided herein or in any statute, shall be sufficient f given by depositing the same in a United States post office box or receptacle in a sealed, postpaid wrapper, addressed to such Director or officer at his or her last address as the same appears on the records of the RCACC, and such notice shall be deemed to have been given at the time of such mailing. When a notice is required or permitted by these Bylaws to be given in writing, electronic transmission is written notice, as provided by MCL 450.2143, Public Act 9 of 2008.
ARTICLE IX
Amendments
Section 1. Amendments. These By-laws may be altered or repealed or new By-Laws may be adopted in lieu thereof by the affirmative vote of a majority of the Board of Directors then in office at any regular or special meeting or the Board, if a notice of the proposed alteration, repeal or substitution be contained in the notice of such meeting.
Revised 7/28/25′