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| ARTICLE I |
| NAME AND ESTABLISHMENT |
| Section 1 - NAME |
| The name of the organization shall be the HURON RIVER WATERSHED COUNCIL
hereinafter called the "Council". |
| Section 2 - ESTABLISHMENT |
| The Council is established in accordance with Act 253 of the Public Acts
of 1964, as amended, of the State of Michigan and shall have all the rights and powers of
a watershed council created under said act. A petition for the formation of the Huron
River Watershed Council was filed with the Michigan Water Resources Commission March 5,
1965. Said Commission issued an order establishing the Huron River Watershed Council March
25, 1965, in the Washtenaw County Building, Ann Arbor, Michigan. |
| Section 3 - ADOPTION OF BY-LAWS |
| These BY-LAWS were unanimously adopted at the Organizational Meeting of
the Huron River Watershed Council, held in Room 1, Washtenaw County Building, Ann Arbor,
Michigan Thursday, June 3, 1965. They were last amended at the Watershed Council's annual
meeting November 17. 1994. |
| ARTICLE II |
| PURPOSES AND FUNCTIONS |
| As Michigan's oldest regional river protection organization, the Huron
River Watershed Council promotes holistic Watershed management to protect and restore the
ecological integrity of the Huron River, its tributary streams, lakes, wetlands,
groundwater and surrounding landscape. Through hands-on education, advocacy, and technical
assistance the Council seeks to foster sound stewardship of our local natural resources. |
| The general purposes of the Council are to promote and coordinate studies
and plans regarding the water resources of the Watershed and to keep the total Watershed
public informed on issues and conditions through reports and recommendations. With the
advantage of the accumulated knowledge which its study program attains, and with the
Watershed perspective which its membership provides, the Council is a review and advisory
agency to river management districts in the Huron River Watershed, and to federal and
state agencies. The more specific functions include, but are not limited to, the
following: |
| 1. |
Conduct, or cause to be conducted, studies of water resources of Huron
River Watershed; including investigations of water use, water quality, and the reliability
of the water resources. |
| 2. |
Prepare periodic reports concerning among other things, trends in water
use and availability, emerging water problems, and recommendations for appropriate public
policies and programs necessary to maintain adequate water resources for the Huron River
Watershed area. |
| 3. |
If determined necessary by the Council, request the Michigan Water
Resources Commission to survey the Huron River Watershed for the purpose of determining
minimum levels of streamflow necessary for health, welfare, and safety as provided in
Sections 13 through 18 of Act No. 253 of 1964, as amended, when the needs warrant such an
action. |
| 4. |
Make plans for development and management of water resources and recommend
the creation of a river management district or districts in the Huron River Watershed
under the provisions of Section 7 through 12 of Act No. 253, Public Acts of 1964, as
amended, when the needs warrant such an action. |
| 5. |
Advise agencies of federal, state, and local government as to the
Council's view of water resource problems and needs in the Huron River Watershed. |
| 6. |
Cooperate with federal, state, and local agencies in providing stream
gauges, water quality sampling stations, and other water resource data-gathering
facilities or programs that aid the Council in its responsibility for studying and
reporting on water conditions. |
| Section 2 - NON-DISCRIMINATION |
| It shall be the policy of the Huron River Watershed Council to provide
equal membership, service, and employment opportunities without regard to race, creed,
color, sex, sexual orientation, sensory or physical handicap, age, height, weight, moral
status, parental status, veteran status, arrest record, organizational membership,
national origin, citizenship, or political belief. |
| ARTICLE III |
| MEMBERSHIP |
| Section 1 - ELIGIBILITY |
| Those units of government entitled to membership on the Council shall be: |
| A. |
Each local government using the river for water supply or waste disposal. |
| B. |
Each county having fifteen percent (15%) or more of its area in the
watershed. |
|
Representation shall be determined by the population of those townships
(not represented under part A or part C) that have fifteen percent (15%) or more of their
area in the watershed. |
| C. |
Any local agency wholly or partly within the basin upon a finding by the
Council that the agency is so affected by or concerned with the use and development of
water resources to warrant representation. |
|
Representation under part C shall be determined by a consideration of the
following factors: |
| 1. |
Planned future use of the river for water supply or waste disposal. |
| 2. |
Percentage of area in the basin. |
| 3. |
Use of the river for purposes not mentioned in part A, such as irrigation
and recreation. |
| 4. |
Effects of river flow (flooding and low flow) and general water quality. |
| 5. |
Land Use. |
| 6. |
Proposed impoundment areas. |
| 7. |
Other factors that may be pertinent in the particular situation under
consideration. |
| Section 2 - RESOLUTION OF INTENT |
| Any eligible county, city, village or township, defined under Article III
above, may become a voting member of the Council. The governing body of any such unit may
make it a voting member of the Council by passage of a resolution of intent and by
contributing the required financial support as defined in Article VIII. |
| Section 3 - DESIGNATION OF REPRESENTATIVE |
| Member governments meeting the requirements of Section 1 (A) or (B),
above, shall appoint to the Council one (1) representative, and one (1) additional
representative for each 20,000 in population or fraction thereof, to serve as a Trustee of
the Council. For counties, the aggregate total population shall be computed from the
population of eligible municipalities not otherwise represented. |
| Each member unit government shall file with the Executive Director of the
Council a written designation of its official representative or representatives, and
official alternate or alternates, giving the address of each, which shall remain in effect
until other such designation is filed with the Executive Director by the same member. The
Council shall be the sole judge of the qualifications of official representatives and
official alternates. |
| Section 4 - TENURE |
| Official representatives and official alternates on the Council shall be
appointed for two (2) years, but shall be subject to replacement at the pleasure of the
governing body of the governmental unit they represent. Notice will be sent to a member
unit of government, requesting the removal and replacement of their appointed
representative when said representative is absent without excuse, from three consecutive
meetings of the full Board of Trustees or Executive Committee if a member of that
committee. |
| Section 5 - WITHDRAWAL |
| Any member unit of goverment may withdraw from the Council by action of
its governing body and by giving notice of such action to the Executive Director. Lack of
annual dues payment by non-voting members shall indicate withdrawal. |
| Section 6 - ASSOCIATE (NON-VOTING) MEMBERSHIPS |
| Any person or organization with an interest in water resources of the
Huron River Watershed is eligible to become an associate non-voting member of the Council
for a renewable one-year term. Such individuals or organizations may become associate
members by submitting a membership form and contributing the required financial support
annually as defined in Article VIII. Units of government, as defined in Article III,
Section 1, shall not be eligible for associate membership. |
| ARTICLE IV |
| BOARD OF TRUSTEES |
| Section 1 - GENERAL POWERS AND DUTIES |
| The business and affairs of the Council shall be managed by its Board of
Trustees. The powers and duties of the Board of Trustees shall include, but not be limited
to, the following: |
| (a) |
The principle duties of the Board of Trustees will be to establish
policies and programs for the completion of the Council's mission, and to serve as liaison
between member units of government and the Council in its function as a forum for hearing
issues involving the protection, management, and use of shared water resources within the
Huron River Watershed. |
| (b) |
The Board of Trustees shall have power to receive gifts to the corporation
from any source, whether such gifts be permanent or of a temporary nature; or it may
reject same, if in its opinion such gifts are contrary to or not included in the purposes
of the Council as expressed its mission statement and these by-laws, or in any manner
impractical in purpose or otherwise disadvantageous to the spirit, intent, or
administrative procedures of the Council. |
| (c) |
The Board of Trustees shall have the power to appoint such fiscal agents,
consisting only of financial institutions with full trust powers, as they deem necessary
to invest and reinvest available funds or gifts, with such requirements of reports from
such fiscal agents as the said Board shall deem necessary and proper with a further right
to reimburse such fiscal agents for services, provided that any donor may designate a
fiscal agent relative to his/her gift. The Board may authorize any fiscal agents to hold
assets in its own name or in the name of its nominee. It may direct that disbursements be
made by the fiscal agents. |
| (d) |
The Board of Trustees may authorize the deposit of available funds from
time to time in such bank accounts or investment instruments as it deems prudent. |
| (e) |
The Board of Trustees shall have the right to appoint advisory committees,
either of or outside its own members, as the said Board shall deem advisable; appoint and
engage a CPA to examine or audit the records of the Council and to pay the expenses of
such services; engage and employ employees of the Council, agents, or other
representatives for any and all proper purpose, including necessary legal counsel. |
| (f) |
The Board of Trustees shall cause an annual audit to be made of the funds,
gifts, investments, and books of the Counsel. |
| Section 2 - COMPENSATION |
| Trustees shall serve without compensation except that they may receive
reimbursement for expenses as determined by policies established by the Board of Trustees.
|
| Section 3 - CONFLICT OF INTEREST |
| Notwithstanding any other provision of these by-laws, no person serving on
the Board may be staff or interested persons. For purposes of this Section,
"interested persons" means either: |
| (a) |
Any person currently being compensated by the Council for services
rendered it within the previous twelve (12) months; or |
| (b) |
Any close relative of such "interested person" |
| Section 4 - NON-LIABILITY OF TRUSTEES |
| The Trustees shall not be personally liable for the debts, liabilities, or
other obligations of the Council approved by the Board in accordance with these By-laws. |
| ARTICLE V |
| VOTING |
| Section 1 - VOTES PER MEMBER UNIT OF GOVERNMENT |
| Each member unit of government shall have one (1) vote for each
representative on the Council. Each representative may vote once on each matter coming
before the Council. Votes shall be cast by official representatives if present, otherwise
by official alternates. Voting by proxy shall not be permitted. Matters of concern to the
Council shall be decided by a majority vote. |
| Section 2 - FINANCIAL CONTRIBUTION REQUIRED |
| No representative or alternate of a unit of government shall be eligible
to vote on the Council unless the local government s/he represents has met its financial
obligation to the Council. |
| Section 3 - MAIL BALLOT |
| A mail ballot may be used in securing a vote of the membership of the
Council when in the opinion of the Executive Committee this is necessary. |
| Section 4 - NON-VOTING MEMBER PARTICIPATION |
| Associate members as described in Article III, Section 6, shall not be
entitled to vote on matters coming before the Council. They may vote on special
committees, with one vote allotted per individual serving on that committee. |
| ARTICLE VI |
| MEETINGS OF THE COUNCIL |
| Section 1 - ANNUAL MEETING |
| An annual meeting of the Council Board of Directors shall be held in the
month of April of each year for the purpose of electing officers and for the transaction
of any regular business brought before the meeting. |
| Section 2 - NOMINATING COMMITTEE |
| At least one (1) month prior to yearly elections, the Chair with
concurrence of the Executive Committee shall appoint a nominating committee of five (5)
voting or non-voting members who shall submit a slate of qualified candidates to the
voting membership. Additional nominations may be made from the floor at the annual
meeting. |
| Section 3 - REGULAR MEETINGS |
| Meetings of the Council Board of Directors shall be held quarterly. All
meetings shall be held within the Huron River Watershed as designated by the Executive
Committee. At least ten (10) days prior to the meeting date, written notice of the time
and place of such meeting shall be mailed to each official representative. All meetings of
the Council shall be public meetings, and public notification procedures shall follow the
requirements of P.A. 267 of 1976, the Open Meetings Act. |
| Section 4 - SPECIAL MEETINGS |
| Special meetings of the Council may be called by the Chair or by the
Executive Committee. Notice of any such special meeting stating the time and place
thereof, shall be mailed to each official representative and alternate at least five (5)
days before the time set for such meeting. |
| Section 5 - QUORUM |
| Fifty percent (50%) of the official representatives or alternates of
member units of government of the Council shall constitute a quorum for the transaction of
business. The Directors present at a duly called and held meeting where a quorum is
initially present may continue to do business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of Directors from the meeting, provided that any action
thereafter must be approved by at least a majority of the required quorum for such meeting
or such greater percentage as may be required by law, or the by-laws of this organization. |
| In cases where less than a quorum shall be assembled, action may
nonetheless be taken upon any question which could be decided by a simple majority vote,
if such action shall be supported by the absolute number of Representative votes as would
be required at a meeting where a quorum is assembled. |
| Section 6 - PARLIAMENTARY AUTHORITY |
| All meetings of the Council shall be conducted in accordance with Roberts
Rules of Order, Revised, except that in any situation where Robert's Rules of Order,
Revised, conflicts with these by-laws, these by-laws shall govern. |
| ARTICLE VII |
| OFFICERS |
| Section 1 - DESIGNATION |
| Officers of the Council shall be a Chair, Vice-Chair, and
Secretary-Treasurer who shall be elected at the annual meeting and who shall be official
representatives of member units of government of the Council. Such officers shall serve
for a period of one (1) year but shall continue in office after that time, if necessary,
until their successors are elected and qualified. In addition to the above, the Executive
Committee with the concurrence of the Council may appoint an Executive Director who shall
serve at the will of the Council. |
| Section 2 - CHAIR |
| The Chair shall be the chief executive officer of the Council. S/he shall
preside over all meetings of the Council and of the Executive Committee. S/he shall see
that all orders and resolutions of the Council and of the Executive Committee are carried
out. S/he shall be an ex-officio member of all committees. The Chair shall be entitled to
a vote on all matters coming before the Council. |
| Section 3 - VICE-CHAIR |
| The Vice-Chair shall perform the duties and exercise the powers of the
Chair during disability or absence of the Chair. |
| Section 4 - SECRETARY-TREASURER |
| The Secretary-Treasurer shall: |
| (a) |
be responsible for maintenance and audit of accounting records; receipt,
investment, and disbursement of funds and for reporting of annual results to the Board of
Directors and the Public; |
| (b) |
and, in general, perform all duties incidental to the office of Treasurer
and such other duties as prescribed by law by these By-laws, or by the Board of Directors. |
| Section 5 - EXECUTIVE DIRECTOR AND STAFF |
| The Council is authorized to employ an Executive Director and such other
professional, administrative or clerical staff, including consultants, as may be provided
for in approved budget or in special project funds. The Board of Directors shall be
responsible for hiring, terminating the employment of, and setting the salary of the
Executive Director. The Board shall establish a procedure for annual evaluations of the
Executive Director by the Executive Committee or other committee of the board. The
Executive Director shall be responsible for hiring, evaluating, terminating the employment
of, and setting the salaries of all other staff of the Council consistent with budget and
policies set by the Board. |
| The Executive Director shall be a non-voting ex-officio member of, and
attend all meetings of, the Council and its committees and shall preserve in books
belonging to the Council true minutes of the proceedings of all such meetings. S/he shall
give all notices required by these By-Laws. As chief administrative officer s/he shall at
all times be responsible to the Council and to the Executive Committee for the
administration of the organization. |
| ARTICLE VIII |
| COMMITTEES |
| Section 1 - EXECUTIVE COMMITTEE |
| The Board of Directors shall have the right to elect from among the
Directors an Executive Committee consisting of ten (10) members of the Directors including
its officers and the Executive Director. The Executive Committee shall meet 4 times per
year between meetings of the full Board of Directors. The Executive Committee shall keep
minutes of its meetings and shall report its actions to the Board. The Executive Committee
may exercise all powers and authorities of the Board of Directors in management of the
business and affairs of the Council during intervals between meetings of the Directors
provided however, that such committee shall not have the power or authority to: |
| (a) |
adopt an agreement of merger or consolidation; |
| (b) |
fill vacancies on the Board; or |
| (c) |
recommend to members a dissolution of the Council. |
| The Chairperson of the Board of Directors shall be the Chair of the
Executive Committee. The six (6) Executive Committee members and three (3) officers shall
be elected at the annual meeting and shall serve until the next annual meeting. |
| No two (2) of the members of the Executive Committee shall represent the
same governmental unit, at least two (2) of the members of the Executive Committee shall
represent Counties. |
| In the event that an Executive Committee position becomes vacant between
annual meetings, a quorum of the Executive Committee shall be authorized to make an
interim appointment to fill the unexpired term. |
| The Executive Committee shall meet at the call of the Chair. Reasonable
advance notice of each meeting shall be given each member of the Executive Committee. A
quorum of the Executive Committee shall be five (5) members. If and when the members of
the Executive Committee shall all consent in writing to any action to be taken by the
Executive Committee, such action shall be as valid as though it had been authorized at a
meeting of the Executive Committee. |
| Section 2 - ADVISORY COMMITTEE |
| The Advisory Committee will serve to implement policies set by the Board
of Trustees, aid the Executive Director of the Council, and make recommendations for
programs and services to benefit the Huron River ecosystem and the residents of the Huron
River Valley. |
| Members of the Advisory Committee will represent a diverse spectrum of
community groups from both business, and not-for-profit constituencies who will serve one
year terms renewable for up to three years. The Committee Chair will be a Board Member of
the Council, and will sit on that organization's Executive Committee. Advisory Committee
terms will conform to the Council's fiscal year which runs from May 1 to April 30. The
Committee will meet bimonthly, (six times per year) at such time and place as they deem
appropriate. Committee members may be called upon to work with the Executive Director in
their areas of expertise, both on an individual basis and in sub-committees. |
| The powers and duties of the Board of Trustees shall include the
following: |
| (a) |
To serve as a committee of the whole, to oversee the Council's annual
fundraising program. Each Trustee shall be asked to set a personal fundraising goal and
participate in fundraising activities of the Council; |
| (b) |
Act as resources to Council Directors and staff in specific areas of
expertise; |
| (c) |
Help as needed with Board-determined programs and services under direction
of the Executive Director; suggest additional programs and sources of support for Board
consideration; |
| (d) |
Provide advisory resources and oversight for implementation of programs
and services of the Council |
| Section 3 - TECHNICAL ADVISORY COMMITTEE |
| A Technical Advisory Committee shall be a standing committee of the
Council. It shall be appointed by the Chair with concurrence of the Executive Committee.
This committee shall from time to time advise the Council on technical matters having to
do with the purposes and program of the Council. |
| Section 4 - OTHER COMMITTEES |
| Other committees as are deemed helpful in the discharge of the Council's
fractions, may be established by action of the Board of Directors or Executive Committee.
The Chair shall appoint the members of such committees from the membership of the Council
and from such other persons as the Board of Directors or Executive Committee may deem
advisable. |
| ARTICLE IX |
| FUNDS AND FINANCES |
| Section 1 - ANNUAL BUDGET |
| At its annual meeting, the Council shall adopt an annual work program and
operating budget. Approval of the budget and apportionment of costs shall be an
affirmative vote of a majority of the delegates present at the annual meeting. A mail
ballot may be authorized by the Executive Committee. |
| The Executive Committee may amend the budget and work program as
conditions warrant; however, all expenditures must be in strict conformance with the
amended budget. |
| Section 2 - BASIS OF ASSESSMENT |
| The basis of assessment and apportionment shall be determined annually by
the Board of Directors. Dues are payable by each member, after approval by that member as
to its share, on a date established by the Council. Associate member dues shall be payable
on an annual basis established by the date of their intial membership. |
| Section 3 - SPECIAL PROJECT FUNDS |
| The Council may establish special project funds as needed to finance
special studies outside its annual budget capacity and for this purpose the Council may
accept gifts and grants from private individuals, corporations, and local, state, or
federal governments. |
| Section 4 - DISBURSENMNT OF FUNDS |
| No part of the net earnings of the Council shall inure to the benefit of,
or be distributable to its members, trustees, officers, or other private persons, except
that the Council shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distribution in furtherance of the purposes set
forth in Article II hereof. No substantial part of the activities of the Council shall be
the carrying on of propaganda, or otherwise attempting to influence legislation, and the
Council shall not participate in, or intervene in (including publishing or distribution of
statements) any political campaign on behalf of any candidate for public office. |
| The Council shall not, except to an insubstantial degree, engage in
activities that are not in furtherance of the purposes and functions defined in Article
II. |
| Section 5 - EXECUTION OF INSTRUMENTS |
| The Board of Trustees, except as otherwise provided in these by-laws, may
authorize any officer, employee or agent of the Council to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Council and such
authority may be general or confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have the power or authority to bind the Fund by any
contract or engagement or to pledge its credit or to render it liable monetarily for any
purpose or in any amount. |
| Section 6 - CHECKS AND NOTES |
| Except as otherwise specifically determined by the Board of Trustees, or
as otherwise required by law, checks, drafts, promissory notes, orders for the payment of
money, and other evidence of indebtedness of the Council shall be signed by such person or
persons as the Board of Directors shall authorize. |
| Section 7 - DEPOSITS |
| All funds of the Council shall be deposited to the credit of the Council
in such depositories as the Board of Trustees may approve. |
| Section 8 - DISSOLUTION |
| Upon the dissolution of the Council, assets shall be distributed for one
or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue
Code, or corresponding section of any future federal tax code, or shall be distributed to
the federal government or to a state or local government for a public purpose. Any such
assets not so disposed of shall be disposed of by the Court of Common Pleas of the county
in which the principal office of the Council is then located, exclusively for such
purposes or to such organization or organizations, as said court shall determine, which
are organized and operated exclusively for such purposes. |
| ARTICLE X |
| INDEMNIFICATION OF DIRECTORS AND OFFICERS |
| Section 1 - INDEMNIFICATION |
| The Council shall indemnify any present or former director, officer,
committee, or any person serving at the request of the Council as present or former
director, officer, or committee member of another coporation, partnership, joint venture,
trust, or other enterprise, and his/her heirs executors, and administrators, against
expenses (including reasonable attorney's fees), judgements, decrees, fines, penalties,
amounts paid in settlement and other liabilities in connection with the defense of any
pending, or threatened action, suit, or proceeding, whether criminal, civil,
administrative, or investigative, to which such person is or could reasonably expect to be
made party, to the fullest extent authorized or allowed by the laws of the State of
Michigan. |
| The indemnification provided by this section shall not be deemed exclusive
of, or in any way to limit, any other rights to which any person eligible for
indemnification may be or may become entitled as a matter of law, or pursuant to these
By-laws, agreements, insurance coverage or otherwise. |
| The extension of rights if indemnification hereunder by liberalization of
any existing law of the State of Michigan shall not be construed as limiting any right of
law. It is the intention of this provision that any liberalization of the law of the State
of Michigan shall more to the benefit of those persons entitled to indemnification. No
change in the law of Michigan decreasing the rights of indemnification shall be deemed to
derogate from or decrease any right of indemnification which shall have accrued or vested
prior to the change in such law. |
| ARTICLE XI |
| BONDS |
| Section 1 - BONDING OF OFFICERS |
| Before entering upon the duties of this office, each officer shall procure
a bond satisfactory to the Executive Committee conditioned on faithful performance of the
duties of his/her office and on restoration to the Council, upon the termination of this
tenure, all books, papers, vouchers, money, and property of whatever kind in his/her
possession or under his/her control belonging to the Council. By action of the Council,
employees may be required to furnish such bonds in such amounts and on such terms and
conditions as the Council may require. Premiums for such bonds shall be paid by the
Council. |
| ARTICLE XII |
| REPORTS |
| Section 1 - ANNUAL REPORT |
| The Council shall make an annual report of its activities to the voting
and non-voting members, and shall file same with the Michigan Natural Resources Commission
not later than one hundred and fifty (150) days after the close of the fiscal year. Such
report shall contain the following information in appropriate detail: |
| (a) |
a list of the fund-raising drives, campaigns, or programs in which the
Council participated during the fiscal year and the funds derived therefrom; |
| (b) |
a description of the programs and services rendered during the fiscal
year; |
| (c) |
the assets and liabilities of the Council as of the end of the fiscal
year; |
| (d) |
the principal changes in assets and liabilities during the fiscal year. |
| (e) |
the revenue or receipts, both unrestricted and restricted to particular
purposes, for the fiscal year; |
| (f) |
the expenses or disbursements, for both general and restricted purposes,
for the fiscal year. |
| The annual report shall be accompanied by any report thereon of
independent accountants, or if there is no such report, the certificate of an authorized
officer that such statements were prepared without audit from the books and records of the
Council. |
| Section 2 - ANNUAL AUDIT |
| The books and affairs of the Council shall be audited once a year by a
firm of certified public accountants. Such audits shall be ordered and prepared in time
for the annual election and printing of the annual report. |
| Section 3 - PUBLICATION OF REPORTS |
| The Council shall publicize its purposes, objectives, and findings, and
shall distribute reports thereon. |
| ARTICLE XIII |
| AMENDMENTS TO BY-LAWS |
| Section 1 - AMENDMENTS TO BYLAWS |
| Amendments to the bylaws shall be proposed by the Board of Directors or
Executive Committee and approved by a two-thirds (2/3) majority of representatives of
governmental members (Board of Directors) in good standing. |
| Section 2 - NOTICE OF PROPOSED AMENDMENTS |
| Proposed amendments to the by-laws shall be mailed to members in good
standing at least thirty (30) days before the date of the meeting to consider same. |
