MISSION STATEMENT
Friends of the Historic East Campus (FOHEC) promotes the preservation ofdocuments, records and artifacts related to East Campus and its heritage; and it advocates funding these activities at the Western Michigan University Archives.
FOHEC also advocates the protection, preservation and adaptive reuse of theremaining historic buildings and grounds of the East Campus of Western Michigan University.
ARTICLE I
Section 1. Membership: Membership in this organization is open to all persons who share the goals expressed in the Friends of the Historic East Campus Mission Statement.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Directorship: This organization shall be structured upon a directorship basis.
Its Directors shall manage the business and affairs of the organization.
Section 2. Number and Term of Office: The Board of Directors shall number no fewer
than three (3), and no more than nine (9) beginning in 2017 and shall consist of the Chair,
Secretary, and Treasurer, and such other directors as are needed and appointed by the
Chair with the consent of one other elected officer.
Section 3: All Board members shall serve three year terms and may be re-appointed for
unlimited additional terms, with the exception of officers who must be elected by the
general membership.
Section 4. Removal from Office: In the event it becomes necessary to remove a
Director from office the Board may do so, without specifying a grievance, but only upon
a 2/3rd majority vote of the entire Board.
Section 5. Powers as to Other Documents: The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute or deliver any
conveyance or other instrument in the name of the Friends of the Historic East Campus.
Such authority may be general or confined to specific instances. When the execution of
any contract, conveyance, or other instrument has been approved without specification of
the officers authorized to execute, the same may be executed on behalf of the
organization by the Chair or Vice Chair and attested to by the Secretary or the Treasurer.
Bylaws - Friends of Historic East Campus
Section 6. Compensation: All Directors and/or Officers shall serve without
compensation but may be reimbursed at the discretion of the Board for actual, reasonable
and necessary expenses incurred by a Director in his/her capacity as a Director and/or
Officer.
Section 7. Conflict of Interest: Any duality of interest or possible conflict of interest
on the part of any member of the Board of Directors shall be disclosed to the other
Directors and made a matter of record when the interest becomes a matter of Board
Action. Any Director having such duality or possible conflict of interest shall not vote
nor use his/her influence on the matter in question and shall not be counted in
determining a quorum for the meeting. The minutes of the meeting shall reflect such
disclosures, abstention from voting and the quorum status. The foregoing shall not be
construed to prevent a Director from briefly stating his/her opinion or position in the
matter nor from answering pertinent questions of other Directors. Any new Director will
be advised of this policy upon entering the duties of this office.
ARTICLE III
MEETINGS
Section 1. Meetings of the Board: Open meetings of the full Board of Directors shall be
held quarterly at a location within the city limits of Kalamazoo to be announced.
Section 2. Special Meetings: Special meetings of the Directors may be called by the
Chair and shall be called by the Chair at the direction of not less than two Directors then
in office. Such meetings shall be held at any place within the city limits of Kalamazoo.
Any request for a meeting by Directors shall state the purpose or purposes of the
proposed meeting.
Section 3. 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 meeting, shall be
signed by an Officer of the Board and shall be served either personally, by mail or by
electronic communication upon each Director not less than ten (10) nor more than thirty
(30) days before the meeting. No notice of adjourned meetings need be given. If mailed,
the notice shall be mailed to the address designated by the Director for receipt of
organization materials. Meetings may be held without notice if all Directors are present
in person or if notice of the time, place and purpose of such meeting is waived by all
Directors not present at such meeting.
Section 4. Quorum: A majority of the Directors shall constitute a quorum for the
transaction of business. The action of a majority of the Directors at a meeting at which a
quorum is present shall be the action of the Board of Directors, except as action by a
majority of the Directors then in office may be specifically required by other sections of
these Bylaws. No proxy voting shall be permitted.
Section 5. Conduct of Meetings: Meetings of the Directors shall be presided over by
the Chair The Secretary or, in his/her absence, a person chosen at the meeting shall act as
Secretary of the meeting.
Section 6. Agenda: Meetings of the Directors shall follow an agenda to be prepared
prior to each meeting.
Section 7. Electronic Conferences: A Director may participate in a meeting of the
Directors by a conference telephone or other communication equipment by which all
persons participating in the meeting may hear each other if all participants are advised of
the communications equipment and the names of the participants in the conference are
divulged to all participants. Participation in a meeting pursuant to this Section constitutes
presence in person at the meeting.
ARTICLE IV
OFFICERS AND COMMITTEES
Section 1. Election or Appointment. The Officers of the Board of Directors shall be
elected by the dues-paying membership and include a Chair, Secretary and a Treasurer.
Any committee chair shall be appointed by the Chair. With the exception of the Chair the
same person may hold two or more offices, but no officer shall execute, acknowledge or
verify any document or instrument in more than one capacity. The Directors may also
appoint from among its members, or from outside its membership, such other officers
and/or agents as they may deem necessary for the transaction of business.
Section 2. Term of Office. The term of office of all officers shall commence upon their
election or appointment and shall continue for two years or until their resignation or
removal. A person elected to a two-year term as an officer also serves a three year term as
a Board Member. A person may serve as an Officer during any or all of the years of their
three year Board term.
Any officer may be removed from office at any meeting of the Directors, with or without
cause, by the affirmative vote of a 2/3rd majority of the Directors, whenever in their
judgment the best interests of the Friends of the Historic East Campus will be served
thereby. An officer may resign by written notice to the Board of Directors. The
resignation shall be effective upon its receipt by the Directors or at a subsequent time
specified in the notice of resignation. The Directors shall have power to fill any
vacancies in any offices occurring from whatever reason until the next regularly
scheduled election.
Section 3. The Chair. The Chair shall be the chief executive officer of the Friends of
the Historic East Campus and shall have general and active management of the activities
of the organization and shall see that all orders and resolutions of the Board of Directors
are carried into effect. He/she shall execute all authorized conveyances, contracts or
other obligations in the name of the Friends of the Historic East Campus, 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 Board of Directors to some other
officer or agent. He/she shall preside at all meetings of the Directors. In his/her absence
the Vice Chair shall assume the duties of the Chair.
Section 4. Secretary. The Secretary shall attend all meetings of the Board of Directors
and record all votes and the minutes of all proceedings. He/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 Chair, under
whose supervision he/she shall act. The Secretary shall execute with the Chair all
authorized conveyances, contracts or other obligations in the name of the Friends of the
Historic East Campus except as otherwise instructed by the Directors.
The Secretary shall also perform or shall supervise the performance of mailing
membership cards to new and renewing FOHEC.
Section 7. The Treasurer. The Treasurer shall have custody of the funds and securities
of the Friends of the Historic East Campus and shall keep full and accurate accounts of
receipts and disbursements and shall deposit all moneys and other valuable effects in the
name and to the credit of the organization in such depositories as may be designated by
the Directors. He/she shall disburse the funds of the organization as may be ordered by
the Directors, taking proper vouchers for such disbursements and shall render to the Chair
and Directors, at the regular meetings of the Directors, or whenever they may require it,
an account of all his/her transactions as Treasurer and of the financial condition of the
Friends of the Historic East Campus. He/she shall perform all matters of fiscal
responsibility and complete all tax obligations as required by law. If required by the
Directors, the Treasurer shall give the Friends of the Historic East Campus 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 Friends of
the Historic East Campus (in case of his/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/her control belonging to the Friends of the Historic East Campus.
Section 8. Committees.
Election Committee: The Board will appoint a Election Committee each year. This
committee will recruit a slate of not less than one candidate for each office to be filled
that year, will conduct the election and will supervise the counting of the ballots. Each
ballot will contain provision for write-in candidates.
Other committees will be assigned in response to need.
ARTICLE V
FUNDING CRITERIA
To carry out its educational and campus support objectives in a consistent manner and to
maximize participation in activities underwritten by the Friends of the Historic East
Campus, the Board of Directors may adopt, by resolution, funding criteria and
procedures.
Section 1. Dues: Annual Dues for the Friends of the Historic East Campus shall be
determined by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification and Insurance: The Friends of the Historic East Campus
shall indemnify any Director, officer or representative who was or is a party to or
threatened to be made a party to any civil action, suit or proceeding by reason of the fact
that such person is or was a Director, officer, employee or agent of the Friends of the
Historic East Campus for all costs incurred by such civil action or suit. The Friends of
the Historic East Campus may purchase and maintain insurance on behalf of any such
person against any liability (including penalties, taxes, expenses of correction, judgments,
settlements or expenses) asserted against him/her and incurred by him/her in any such
capacity.
Section 2. Rights to Continue: The indemnification herein provided for shall continue
for any person who has ceased to be a Director, officer or representative for actions taken
by them when they were in that capacity.
ARTICLE VII
FISCAL YEAR/NOTICES
Section 1. Fiscal Year: The fiscal year of the Friends of the Historic East Campus shall
be July 1 – June 30.
Section 2. Notices: Any notice required by statute or by these Bylaws to be given to the
Directors or to any officer shall be sufficient and timely if mailed to such Director or
officer by regular United States mail service to his/her last address as it appears on the
records of the Friends of the Historic East Campus. Such notice shall be deemed to have
been given at the time of the mailing.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments: These Bylaws may be altered or repealed or new Bylaws may
be adopted in lieu thereof by the affirmative vote of a 2/3rd majority of the Board of
Directors then in office at any regular or special meeting of the Board, if a notice of the
proposed alteration, repeal or substitution is contained in the notice of such meeting.
ARTICLE IX
EQUAL OPPORTUNITY
Section 1. Equal Opportunity: It shall be the policy of the Friends of the Historic East
Campus to provide equal membership, service and employment opportunities to all
eligible persons without regard to age, race, religion, creed, color, national origin, gender,
gender identification, sexual orientation, marital status, age, height, weight or disability,
including past, present or future physical, intellectual or psychiatric disability, learning
disorder or disease.
ARTICLE
DISSOLUTION
Section 1. Dissolution: In the event it becomes necessary to dissolve the Friends of the
Historic East Campus those remaining members of the Board of Directors, since they
constitute a quorum, shall, to the extent possible with remaining funds, pay all
outstanding obligations. If funds still remain these shall be donated to an appropriate
preservation organization, archive or the Western Michigan University Foundation to be
used specifically for the East Campus or adaptive reuse of other historic buildings, or to
an accredited archive. Proper notification shall be given to the Internal Revenue Service
to insure that the Friends of the Historic East Campus is in full compliance with all
regulations of the Internal Revenue Service. All organizational records shall be turned
over to the Western Michigan University Archives.
Adopted (date): October 16, 2015
Signed:________________________________________________, Chairman
Print Name: David S. Brose Date: 10/16/ 2015
Friends of the Historic East Campus (FOHEC) promotes the preservation ofdocuments, records and artifacts related to East Campus and its heritage; and it advocates funding these activities at the Western Michigan University Archives.
FOHEC also advocates the protection, preservation and adaptive reuse of theremaining historic buildings and grounds of the East Campus of Western Michigan University.
ARTICLE I
Section 1. Membership: Membership in this organization is open to all persons who share the goals expressed in the Friends of the Historic East Campus Mission Statement.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Directorship: This organization shall be structured upon a directorship basis.
Its Directors shall manage the business and affairs of the organization.
Section 2. Number and Term of Office: The Board of Directors shall number no fewer
than three (3), and no more than nine (9) beginning in 2017 and shall consist of the Chair,
Secretary, and Treasurer, and such other directors as are needed and appointed by the
Chair with the consent of one other elected officer.
Section 3: All Board members shall serve three year terms and may be re-appointed for
unlimited additional terms, with the exception of officers who must be elected by the
general membership.
Section 4. Removal from Office: In the event it becomes necessary to remove a
Director from office the Board may do so, without specifying a grievance, but only upon
a 2/3rd majority vote of the entire Board.
Section 5. Powers as to Other Documents: The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute or deliver any
conveyance or other instrument in the name of the Friends of the Historic East Campus.
Such authority may be general or confined to specific instances. When the execution of
any contract, conveyance, or other instrument has been approved without specification of
the officers authorized to execute, the same may be executed on behalf of the
organization by the Chair or Vice Chair and attested to by the Secretary or the Treasurer.
Bylaws - Friends of Historic East Campus
Section 6. Compensation: All Directors and/or Officers shall serve without
compensation but may be reimbursed at the discretion of the Board for actual, reasonable
and necessary expenses incurred by a Director in his/her capacity as a Director and/or
Officer.
Section 7. Conflict of Interest: Any duality of interest or possible conflict of interest
on the part of any member of the Board of Directors shall be disclosed to the other
Directors and made a matter of record when the interest becomes a matter of Board
Action. Any Director having such duality or possible conflict of interest shall not vote
nor use his/her influence on the matter in question and shall not be counted in
determining a quorum for the meeting. The minutes of the meeting shall reflect such
disclosures, abstention from voting and the quorum status. The foregoing shall not be
construed to prevent a Director from briefly stating his/her opinion or position in the
matter nor from answering pertinent questions of other Directors. Any new Director will
be advised of this policy upon entering the duties of this office.
ARTICLE III
MEETINGS
Section 1. Meetings of the Board: Open meetings of the full Board of Directors shall be
held quarterly at a location within the city limits of Kalamazoo to be announced.
Section 2. Special Meetings: Special meetings of the Directors may be called by the
Chair and shall be called by the Chair at the direction of not less than two Directors then
in office. Such meetings shall be held at any place within the city limits of Kalamazoo.
Any request for a meeting by Directors shall state the purpose or purposes of the
proposed meeting.
Section 3. 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 meeting, shall be
signed by an Officer of the Board and shall be served either personally, by mail or by
electronic communication upon each Director not less than ten (10) nor more than thirty
(30) days before the meeting. No notice of adjourned meetings need be given. If mailed,
the notice shall be mailed to the address designated by the Director for receipt of
organization materials. Meetings may be held without notice if all Directors are present
in person or if notice of the time, place and purpose of such meeting is waived by all
Directors not present at such meeting.
Section 4. Quorum: A majority of the Directors shall constitute a quorum for the
transaction of business. The action of a majority of the Directors at a meeting at which a
quorum is present shall be the action of the Board of Directors, except as action by a
majority of the Directors then in office may be specifically required by other sections of
these Bylaws. No proxy voting shall be permitted.
Section 5. Conduct of Meetings: Meetings of the Directors shall be presided over by
the Chair The Secretary or, in his/her absence, a person chosen at the meeting shall act as
Secretary of the meeting.
Section 6. Agenda: Meetings of the Directors shall follow an agenda to be prepared
prior to each meeting.
Section 7. Electronic Conferences: A Director may participate in a meeting of the
Directors by a conference telephone or other communication equipment by which all
persons participating in the meeting may hear each other if all participants are advised of
the communications equipment and the names of the participants in the conference are
divulged to all participants. Participation in a meeting pursuant to this Section constitutes
presence in person at the meeting.
ARTICLE IV
OFFICERS AND COMMITTEES
Section 1. Election or Appointment. The Officers of the Board of Directors shall be
elected by the dues-paying membership and include a Chair, Secretary and a Treasurer.
Any committee chair shall be appointed by the Chair. With the exception of the Chair the
same person may hold two or more offices, but no officer shall execute, acknowledge or
verify any document or instrument in more than one capacity. The Directors may also
appoint from among its members, or from outside its membership, such other officers
and/or agents as they may deem necessary for the transaction of business.
Section 2. Term of Office. The term of office of all officers shall commence upon their
election or appointment and shall continue for two years or until their resignation or
removal. A person elected to a two-year term as an officer also serves a three year term as
a Board Member. A person may serve as an Officer during any or all of the years of their
three year Board term.
Any officer may be removed from office at any meeting of the Directors, with or without
cause, by the affirmative vote of a 2/3rd majority of the Directors, whenever in their
judgment the best interests of the Friends of the Historic East Campus will be served
thereby. An officer may resign by written notice to the Board of Directors. The
resignation shall be effective upon its receipt by the Directors or at a subsequent time
specified in the notice of resignation. The Directors shall have power to fill any
vacancies in any offices occurring from whatever reason until the next regularly
scheduled election.
Section 3. The Chair. The Chair shall be the chief executive officer of the Friends of
the Historic East Campus and shall have general and active management of the activities
of the organization and shall see that all orders and resolutions of the Board of Directors
are carried into effect. He/she shall execute all authorized conveyances, contracts or
other obligations in the name of the Friends of the Historic East Campus, 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 Board of Directors to some other
officer or agent. He/she shall preside at all meetings of the Directors. In his/her absence
the Vice Chair shall assume the duties of the Chair.
Section 4. Secretary. The Secretary shall attend all meetings of the Board of Directors
and record all votes and the minutes of all proceedings. He/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 Chair, under
whose supervision he/she shall act. The Secretary shall execute with the Chair all
authorized conveyances, contracts or other obligations in the name of the Friends of the
Historic East Campus except as otherwise instructed by the Directors.
The Secretary shall also perform or shall supervise the performance of mailing
membership cards to new and renewing FOHEC.
Section 7. The Treasurer. The Treasurer shall have custody of the funds and securities
of the Friends of the Historic East Campus and shall keep full and accurate accounts of
receipts and disbursements and shall deposit all moneys and other valuable effects in the
name and to the credit of the organization in such depositories as may be designated by
the Directors. He/she shall disburse the funds of the organization as may be ordered by
the Directors, taking proper vouchers for such disbursements and shall render to the Chair
and Directors, at the regular meetings of the Directors, or whenever they may require it,
an account of all his/her transactions as Treasurer and of the financial condition of the
Friends of the Historic East Campus. He/she shall perform all matters of fiscal
responsibility and complete all tax obligations as required by law. If required by the
Directors, the Treasurer shall give the Friends of the Historic East Campus 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 Friends of
the Historic East Campus (in case of his/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/her control belonging to the Friends of the Historic East Campus.
Section 8. Committees.
Election Committee: The Board will appoint a Election Committee each year. This
committee will recruit a slate of not less than one candidate for each office to be filled
that year, will conduct the election and will supervise the counting of the ballots. Each
ballot will contain provision for write-in candidates.
Other committees will be assigned in response to need.
ARTICLE V
FUNDING CRITERIA
To carry out its educational and campus support objectives in a consistent manner and to
maximize participation in activities underwritten by the Friends of the Historic East
Campus, the Board of Directors may adopt, by resolution, funding criteria and
procedures.
Section 1. Dues: Annual Dues for the Friends of the Historic East Campus shall be
determined by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification and Insurance: The Friends of the Historic East Campus
shall indemnify any Director, officer or representative who was or is a party to or
threatened to be made a party to any civil action, suit or proceeding by reason of the fact
that such person is or was a Director, officer, employee or agent of the Friends of the
Historic East Campus for all costs incurred by such civil action or suit. The Friends of
the Historic East Campus may purchase and maintain insurance on behalf of any such
person against any liability (including penalties, taxes, expenses of correction, judgments,
settlements or expenses) asserted against him/her and incurred by him/her in any such
capacity.
Section 2. Rights to Continue: The indemnification herein provided for shall continue
for any person who has ceased to be a Director, officer or representative for actions taken
by them when they were in that capacity.
ARTICLE VII
FISCAL YEAR/NOTICES
Section 1. Fiscal Year: The fiscal year of the Friends of the Historic East Campus shall
be July 1 – June 30.
Section 2. Notices: Any notice required by statute or by these Bylaws to be given to the
Directors or to any officer shall be sufficient and timely if mailed to such Director or
officer by regular United States mail service to his/her last address as it appears on the
records of the Friends of the Historic East Campus. Such notice shall be deemed to have
been given at the time of the mailing.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments: These Bylaws may be altered or repealed or new Bylaws may
be adopted in lieu thereof by the affirmative vote of a 2/3rd majority of the Board of
Directors then in office at any regular or special meeting of the Board, if a notice of the
proposed alteration, repeal or substitution is contained in the notice of such meeting.
ARTICLE IX
EQUAL OPPORTUNITY
Section 1. Equal Opportunity: It shall be the policy of the Friends of the Historic East
Campus to provide equal membership, service and employment opportunities to all
eligible persons without regard to age, race, religion, creed, color, national origin, gender,
gender identification, sexual orientation, marital status, age, height, weight or disability,
including past, present or future physical, intellectual or psychiatric disability, learning
disorder or disease.
ARTICLE
DISSOLUTION
Section 1. Dissolution: In the event it becomes necessary to dissolve the Friends of the
Historic East Campus those remaining members of the Board of Directors, since they
constitute a quorum, shall, to the extent possible with remaining funds, pay all
outstanding obligations. If funds still remain these shall be donated to an appropriate
preservation organization, archive or the Western Michigan University Foundation to be
used specifically for the East Campus or adaptive reuse of other historic buildings, or to
an accredited archive. Proper notification shall be given to the Internal Revenue Service
to insure that the Friends of the Historic East Campus is in full compliance with all
regulations of the Internal Revenue Service. All organizational records shall be turned
over to the Western Michigan University Archives.
Adopted (date): October 16, 2015
Signed:________________________________________________, Chairman
Print Name: David S. Brose Date: 10/16/ 2015
