BY-LAWS of the HISTORIC INDIAN VILLAGE ASSOCIATION (HIVA)
P.O. Box 14244 – Detroit, Michigan 48214
REVISED BY-LAWS APPROVED BY BOARD OF DIRECTORS;SEPTEMBER 13TH, 2021
ARTICLE I MEMBERSHIP
The Members of the Corporation shall be such persons, natural or corporate, who are eligible to become Members under the Articles of Incorporation and the Bylaws of the Corporation, have been admitted to Membership by the Board of Directors, and who remain in good standing under all obligations determined by the Board of Directors and described in the Corporation Bylaws.
Section A: Eligibility for Membership
Persons eligible for Membership are adult sole owners, joint tenants, tenants-in-common, co-parceners, land contract holders, leaseholders or tenants-at-will of a lawful residential household within the defined boundaries of Indian Village (as defined by its Articles of Incorporation, Article II).
For this purpose, a lawful residential household is defined as a single family house, a carriage house, or each individual unit of a duplex or apartment building located within Indian Village, provided that the property is: (1) recognized by the City of Detroit as a separate residential dwelling and (2) in possession of all required current certificates of occupancy by the City.
Adult sole owners, joint tenants, tenants-in-common, co-parceners or land contract holders of a vacant and undeveloped lot located within Indian Village, and who are not already eligible by virtue of Section A1, are also eligible for Membership.
Section B: Limit of 2 Memberships Per Household
Each eligible residence under Section A1 is permitted a maximum of two (2) Memberships per household. Members eligible under Section A2 are also limited to a maximum of two (2) Memberships regardless of the number of individual lots owned within Indian Village.
If an eligible Member’s husband, wife or domestic partner-equivalent would not otherwise be eligible for Membership under Section A, that husband, wife or domestic partner equivalent is also eligible for Membership as that household’s second allowable Member.
The Board of Directors shall have sole authority to determine the priority or hierarchy of individuals within a household who are eligible for Membership under this section. The guiding principals for this are:
A non-resident legal owner(s) of a residence or property will take precedence over a tenant / occupant. Therefore a tenant / occupant is only eligible to apply for Membership if the legal owner of the property has ceded his or her Membership rights.
Minors (under age 18) are ineligible for Membership or its associated voting rights
Section C: Membership Approval / Membership In Good Standing
Applications for Membership in the Corporation must be approved by the Board of Directors in accordance with the terms of its Articles of Incorporation and Bylaws.
To be approved for Membership, and to remain a Member in good standing, Members must:
Be and remain eligible for Membership under Section A.
Be and remain current on annual Membership dues and any other fees or assessments as determined by the Board of Directors
Be recognized by the Board of Directors as full Members by submitting an annual Membership application form prior to any Association vote in which they wish to cast a ballot or vote.
The Board of Directors shall have sole authority, by majority vote of Directors, to admit new Members, suspend or expel Members for any cause which the board may consider sufficient. The Board may delegate this authority to a Membership Committee at its discretion.
Section D: Member Voting Rights and Procedures
Each eligible, approved and recognized Member of the Corporation in good standing is entitled to cast one (1) vote during any votes of the Membership of the Corporation.
Each vote must be cast personally and individually by each Member, either in person or in written or electronic form as determined by the Board of Directors. The Board of Directors reserves the sole authority to determine or change voting procedures as deemed essential to the smooth functioning of the Corporation.
The Board must publicize (via the neighborhood newsletter and official Member email list) the date and time of any called vote of the Membership, along with the exact wording of any issue to be voted upon and / or candidates for office.
Votes may be cast in one of three ways:
In person at the annual meeting or any special meeting, OR
Via an paper absentee ballot (signed and properly submitted), OR
Via a pre-approved electronic absentee ballot in a format determined by the Board.
All votes must be cast at the designated in-person location at its appointed date and time, or via absentee ballot prior to the appointed date and time. Votes submitted after the publicized date and time of the vote will be considered invalid and not counted.
Section E: Associate, Sustaining and Adjunct Memberships
The Board of Directors may, at its sole discretion, establish and approve other classes of Membership for individuals who have an interest or association with the Indian Village Historic District but are not eligible for full Membership under these Articles or the Corporation bylaws, but Memberships under this section shall not be considered full Members of the Corporation and are not entitled to cast votes in meetings of the Members of the Corporation.
ARTICLE II MEETINGS
Section A. Annual Meetings
The annual meeting of the Members of the Association shall be held on the third Thursday in October of each year at the time and place to be determined by the Board of Directors. The Board has the discretionary authority to select another date and time for the annual meeting provided that sufficient notice is provided to the Membership.
Notice of an annual meeting shall be provided to the Membership via two methods:
Published in the Indian Village Newsletter no later than the prior month, and wherever possible in more than one newsletter edition AND
Emailed to the current Membership email list. Members wishing to receive official electronic form notice from the Association about its business and meetings are responsible for ensuring the Association has current email addresses on file.
Social media and / or third-party distribution lists shall NOT constitute official notice to the Membership as they are incomplete as to Members and may include non-Members who are not eligible to receive such notice.
The Order of Business / Agenda for the Association Annual Meeting shall include the following, but the Board of Directors may add or alter this Order of Business at its discretion:
Board of Director (or other) candidate introduction
Collection and counting of votes (in-person and properly cast absentee votes).
Results of election
Section B. Special Meetings
Special meetings of the Association may be called at any time by the President or by majority of the Board of Directors, and must be called by the President or Board of Directors upon a written request signed by not less than ten (10) Members of the Association.
Notice of a special meeting shall generally be provided under the same procedures as the Annual Meeting except in extraordinary or emergency circumstances in which case Members will be notified no less than five (5) days in advance via the official Membership email list.
Section C. Quorum
Twenty-five (25) active Members of the Association shall be necessary to constitute a quorum for the transaction of business. Quroum may be established in-person, by those present virtually, or a mixture of both.
The action of a majority of Members present at a meeting at which a quorum is achieved shall be the act of the Association. If a meeting has been held and quorum is not present, the proceedings of and any action taken at such meeting shall be effective and valid if ratified by a majority of Members present at a subsequent meeting at which a quorum is achieved.
ARTICLE III BOARD OF DIRECTORS
Section A: Number, Qualification and Election of Directors
The Board of Directors shall consist of a minimum of 9 and a maximum of 12 Directors. Directors will be elected for three (3) year terms, and up to four (4) Directors will be elected each calendar year.
Each Director must be a full Member of the Corporation in good standing at the time of their election and at all times throughout their term. A Director who ceases to be a Member of the Corporation in good standing prior to the expiration of their term shall also cease to be a Member of the Board of Directors.
The Directors shall be elected by the Membership at the Annual Meeting. Vacancies on the Board of Directors may be temporarily filled by a majority vote of the remaining Directors.
Any Director serving as President of the Association at the time their term as a Director ends shall remain on the Board of Directors Ex-Officio in an advisory capacity, without voting rights, for one year following the expiration of the term of office as President.
Section B. Powers of the Board of Directors
The Board of Directors shall have power, by majority vote of all directors, or of the remaining directors if there are unfilled vacancies, or by vote of the majority of Directors present at any regular or special meeting of the Board duly convened in accordance with the By-laws of the Corporation:
To adopt, amend, repeal or alter by-laws for the Corporation,
To fill vacancies on the Board of Directors
To appoint and discharge the Officers of the Corporation,
To set and levy Membership fees, dues or assessments and to alter them from time to time,
To admit, recognize, suspend or expel Members of the Corporation, or delegate this authority
To authority suits in chancery and other legal proceedings suitable to effect the purposes of the Corporation,
To manage the affairs of the Corporation,
And to make any other action necessary or suitable to effect the purposes of the Corporation.
Section C: Regular Board of Director Meetings
The Board of Directors shall meet monthly at such time and place as the Board may determine, either in-person or virtually. At present this occurs on the first Monday of each month (unless a holiday). The Board shall have the power to change the date of a regular board meeting, or not meet in a particular month if it determines there is insufficient matters before the board.
Roberts Rules of Order shall be the guiding procedure for meetings of the Board of Directors.
The meetings of the Board of Directors are open to the Membership. Approved minutes of each meeting are published in the monthly newsletter.
Notice of the time and place of Board Meetings shall be placed in the Newsletter next preceding the meeting, or the Secretary shall give reasonable notice.
Any Member may present a matter to the Board provided they give reasonable advance notice to the Secretary in order to be included on the agenda.
Section D: Special Board Meetings
Special meetings of the Board of Directors shall be held whenever called by the President or, in his/her absence, the Vice President or by a majority of the Board of Directors.
These meetings may be in-person or virtual and the Secretary shall give notice to each Member of the board of the time, place and purpose of any special meeting, such notice to be given personally, by telephone or email.
In special circumstances or to allow discussion of sensitive business, the Board may by majority vote hold a special meetings closed-door (not open to all Members). However, any votes or actions taken by the Board must be held in open Member meetings and recorded in the published meeting minutes.
Section E: Quorum
A majority of the Board of Directors shall be necessary to constitute a quorum to transact business at any regular or special meeting of the Board.
Section F. Board of Director Voting
Voting by the Board of Directors may be conducted either in-person or via electronic / online voting. Online Voting shall be used only in such cases as factors prohibit in-person voting, or when the Board’s approval or response is required prior to the next regular meeting. Online voting may take the place of calling a Special Meeting.
An online vote by Directors carries the same weight as a vote made in person and should be treated with the same level of responsibility that applies to all duties of the Director. Each Director is expected to respond by use of personal e-mail. This vote is not to be directed or delegated to any non-board Member or representative of the Director. A vote of abstention is used only in case of conflict. The procedure for online voting is as follows:
A Director making a motion does so via email sent to all Board of Directors and calls for a second. Any other Board of Director may second the motion and signify by email to all Board Members.
Once seconded, a discussion period limited to 24 hours is opened.
At the end of the discussion period the President will email all Board Members opening the vote. If a majority of the Board votes yes or votes no within 24 hours of this call, the President shall announce the result. If such a majority is not achieved, voting shall continue until a quorum of the Board has voted and a majority of the quorum shall decide the vote and the President shall announce the result.
Online votes will be confirmed by the Board of Directors during the next regular meeting of the Board, and recorded in that meeting’s minutes.
Section G. Removal of Director
A Member of the Board of Directors may be removed, for cause, by a majority vote of the Board Members present at any Board meeting.
Board Members may also be removed by the Association Membership at any Annual or Special Meeting by the majority vote of the quorum present.
Section H. Director and Officer Conflict of Interest
Directors and Officers of the Corporation must avoid placing themselves or other representatives of the Association in a situation where their personal interest may conflict, or appear to conflict, with the best interests of the Association.
A Director will excuse himself/herself from voting on any matter in which that Director, or any Member of that Director’s family, has a financial interest.
Article IV OFFICERS
Section A. Election of Officers and Officer Vacancies
During its first meeting following an election, the Board of Directors shall elect a President, Vice President, Secretary and Treasurer. The office of Secretary and Treasurer may be held by the same person.
In the event of a vacancy of Officers, the Board of Directors shall fill said vacancy by majority vote.
Section B. Power and Duties
The Officers shall perform such duties as are usually incident to such office or as may be required by the Board of Directors.
The Treasurer shall have custody of the monies, keep accounts thereof and deposit the funds in the name of the Association in such bank as may be designated by the Board of Directors, to be withdrawn as the Board of Directors may direct.
Section C. Contracts
No contracts on behalf of the Association shall be entered into by any Officer(s) without the authority of the Board of Directors. Directors may be reimbursed (based on receipts provided) for monies spent covering the cost of Board-approved expenditures.
Section D. Additional Officers – Term – Powers
The Board may appoint such other Officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Such persons shall have no voting privileges.
ARTICLE V Seal
Section A. Description and Use
The Seal of the Corporation shall be a circular seal bearing the words “Indian Village Association Incorporated, 1938”, shall be in the custody of the Secretary, and shall be used as authorized by the Board of Directors.
ARTICLE VI MEMBERSHIP DUES AND FEES
Section A. Fiscal Year – Dues
Annual dues cover the fiscal year which begins on January 1st and ends December 31st of each year.
The amount of dues will be reviewed and set by the Board of Directors each year prior to the Annual Meeting.
Section B. Contributions
The Board of Directors may request annual voluntary contributions of the Membership to support the special activities of the Association.
ARTICLE VII AMENDMENT OF BY-LAWS
These By-Laws may be amended, repealed or altered in whole or in part by a majority vote of:
Membership present at any special meeting expressly called for that purpose; or at any Annual Meeting; or
The Board of Directors at any regular or special meeting duly held as provided in these By-Laws; provided, however, that the Directors shall not make, alter or amend any By-Laws fixing their qualifications, classification or term of office.
If amendment/s to the By-Laws are to be voted on at a Board Meeting rather than the Annual Meeting or special meeting for that purpose, the amendment/s to the By-Laws shall be published in the newsletter along with the date, time and location of the next regular Board meeting in order to give active Members an opportunity to express concerns on the pending amendment/s before the vote.
ARTICLE VIII INDEMNIFICATION
Every Director and officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be a party or in which he/she may become involved by reason of him/her being or having been a Director or officer of the Association, whether or not he/she is a Director or officer at the time such expenses are incurred, except in such cases wherein the Director or officer is judged as committing willful or wonton misconduct or gross negligence in the performance of his/her duties; provided that in the event of any claim for reimbursement or indemnification herein shall apply only if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the Association.
The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or officer may be entitled. At least ten (10) days prior to payment of any indemnification which it has approved, the Board of Directors will notify all Co-Owners thereof. Further, the Board of Directors is authorized to carry Officers’ and Directors’ liability insurance covering acts of the Officers and Directors of the Association in such amounts as it deems appropriate.