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GMCMA By-Laws

Article I
NAME

The name of this association shall be the GREATER MICHIGAN CLUB MANAGERS ASSOCIATION (herein after “the Association”), a non-profit corporation incorporated in the State of Michigan and a chartered chapter of the Club Managers Association of America (herein after “CMAA”).

 Article II
PURPOSE

 The purpose of this Association is to promote and advance friendly relations between and among persons connected with the profession of private club management and other associations of similar character through networking and social interaction; to encourage the education and professional development of its members; and to assist club officers and members, through their managers, to secure the utmost in an efficient and successful operation.

 Article III
MEMBERSHIP

 Section 1 – General

(a)          Membership classifications shall be established according to these Bylaws (herein after “the Bylaws”). No additional membership classifications shall be created other than by amendment to these Bylaws.

(b)         Upon acceptance to membership, a Member shall be entitled to all privileges of the Association, except as limited by these Bylaws, and except that only Professional Members shall be entitled to vote or hold elective office. Except as limited by these Bylaws, Members shall pay such initiation fees, dues and charges as established by the Board of Directors (herein after “the Board”).

(c)          A Member in Good Standing is a member whose financial and certification obligations to the Association are current, and who is not suspended.

(d)         The Association’s geographical boundaries shall be within the State of Michigan; except for those members of the Association who are already members of another Chapter, as defined by Article XII of the Bylaws of the Club Managers Association of America, with said Chapter having jurisdiction over the area where that member is employed. The Association shall have three regions, defined as (i) The Detroit Region (which boundaries are that of the former Detroit Club Managers Association, originally chartered in 1921, and comprised of the counties of St. Clair, Macomb, Oakland, Livingston, Washtenaw, Wayne, Lenawee and Monroe); (ii) The Midwest Region (all counties south of the northern border of the counties of Oceania, Newaygo, Mecosta, Isabella, Midland, and Bay); and (iii) The Up North Region (all counties north of the southern border of the counties of Mason, Lake, Osceola, Clare, Gladwin and Arenac, including the entire Upper Peninsula).

 

Section 2 – Membership Classifications

There shall be six (6) membership classifications:  Professional, Alumnus, Faculty, Associate, Retired, and Honorary.

(a)    Professional

 1.    A person connected with the management of clubs at the time of applying for and election to Membership in the Association may apply for Professional Membership.  Professional Members traditionally are connected with membership clubs in a compensated management role.

2.   A Professional Member who is no longer connected with the management of clubs as of November 1st in any year shall be converted automatically to an Associate Member, except under the following conditions:

      (i) The Professional Member continues to pay all obligations of the Association for up to one (1) additional year from the time the Member ceases employment with a club. After this period, the Professional Membership shall be transferred to an Associate Membership.

      (ii) The Professional Member is actively seeking employment in the club management profession, which shall continue Professional Membership in the Association for up to one (1) additional year from the time the Members ceases employment with a club, without the payment of dues. After this period, the Professional Membership shall be transferred to an Associate Membership, unless the Professional Member is employed in the club management profession during this one (1) year period.

 

(b)   Alumnus

1.      A person who was a former CMAA student member and is now connected with the management of clubs is eligible for Alumnus Membership. Alumnus Members may remain in this category for no longer than a period of two (2) years.

2.      Alumnus Members shall pay half the current dues for a Professional Member.

(c)    Associate

1.      An Associate Member is a former Professional Member under Article III, Section 2(a)2.

2.      An Associate Member in Good Standing, who becomes eligible to be a Professional Member, automatically shall be transferred to Professional Membership.

(d)   Faculty

An individual who is an instructor/faculty member of hospitality or related courses in an accredited college, university or school for undergraduate or graduate students is eligible to apply for Faculty membership. Such membership does not entitle the hold to vote or hold elective office in the Association or to transfer to any other category of membership.

(e)    Retired

A Professional or Associate Member who (i) is at least sixty-five years old or is totally disabled; (ii) has been a member of the Association (including any of its predecessor associations) for an aggregate period of at least fifteen years; and (iii) has retired from active club management  may, upon application, be transferred to Retired Membership. Transfer to Retired Membership may also be made upon application by any Professional or Associate Member even though he/she has not yet attained the age of sixty-five years if the sum of his/her age and the number of full years of his/her membership in the Association (including any of its predecessor associations) equals or exceeds seventy-five, but in no event shall a member be eligible for Retired membership unless he/she has been an Association member (including any of its predecessor associations) for at least fifteen years. 

(f)    Honorary

1.      Any person who has rendered outstanding service to the Association or its predecessors, may be made an Honorary Member at the request of any other Member of the Association. Such request shall be submitted to the Board of Directors for approval and shall be ratified by a majority vote of the Professional Members in Good Standing.

2.      All Honorary Memberships shall be renewed by the Board prior to the annual meeting each year, subject to the conditions of paragraph 1 of this Section.

Section 3 – Admission to Membership

Applications for Membership shall be on a form prescribed by the Board, such forms to be furnished by the Managing Director upon request.  Remittances for the prescribed initiation fees, dues and assessments, if any, shall be included with the application and forwarded to the Managing Director. Applicants shall be proposed by (i) the Membership chair or an officer at a regularly scheduled business meeting; or (ii) submission of the applicant to the entire membership via email. The applicant shall be accepted as a member by a majority vote of those present (or voting by email), provided that all fees have been submitted at the time of application.

Section 4 – Transfer of Membership

Members of the CMAA who are in Good Standing in another Chapter and qualify for membership in the Association shall be admitted to membership in accordance with the provisions of Section 3.

Section 5 – Suspension and Expulsion

(a)    A Member may be suspended or expelled for cause, including but not limited to violations of these Bylaws or of the Association’s Code of Ethics or Standards of Conduct. Such suspension or expulsion shall require the vote of two-thirds of the Professional Members in Good Standing following a hearing.

(b)   Written notice of the time and place of a hearing at which a Member’s suspension or expulsion will be considered, shall be sent by registered or certified mail at least fifteen (15) days before the hearing to the Member under charge at the Member’s address as it appears in the records of the Association, together with a written statement of the charges and notice that the Member may appear at the hearing to defend the charges.

Article IV
DUES AND FEES

 Section 1 – General

The amount of the initiation fee, the annual dues, and charges shall be fixed by the Board from time to time. All dues become payable on the first day of November and shall be for one fiscal year. All payments of initiation fees, dues or charges are non-refundable.

 Section 2 – Arrears in Dues and Accounts

(a)    Any Member whose dues or any other indebtedness shall not have been paid within 30 days after having been billed shall be notified of such condition by the Treasurer. Such notification shall be by registered or certified mail to the Member’s address as it appears in the records of the Association and shall state the amount of the indebtedness and requiring payment of the arrearage as herein provided.

(b)   If, at the expiration of fifteen (15) days from the date of such notice, payment in good funds has not been received, the membership shall immediately terminate and the Member shall be removed from the Association membership roster.

(c)    Any Member terminated in accordance with paragraph (b) of this Section may be reinstated by making written application to the Association. Such reinstatement shall be contingent upon (i) the payment in full of all indebtedness due to the Association; and (ii) the approval of reinstatement by a two-thirds vote of the Professional Members in Good Standing.

 

Article V
GOVERNANCE AND MANAGEMENT

 Section 1 – Board of Directors

(a)   The Association shall be governed by a Board of Directors.  The Board shall have the supervision, control and direction of the affairs of the Association.  The Board may adopt rules and regulations for the conduct of its business as it deems necessary. The decision of the Board concerning any question involving interpretation of these Bylaws shall be final and binding on all Members.

(b)   The Board shall consist of nine (9) Directors, one of whom shall be the Immediate Past President of the Association, and three (3) of whom shall be Officers, all of whom shall be Professional members of the Association.

(c)   Officers shall be elected at the Annual Meeting for a term of two years unless a vacancy occurs.  The Secretary/Treasurer shall succeed the Vice President, and the Vice President shall succeed the President. The President shall, upon completion of his/her term as President, succeed the Immediate Past President, whose term shall expire concurrently. The five (5) Directors shall serve a combination of two (2) and four (4) year terms, as determined by the Nominating Committee. Candidates for these Directors and the office of Secretary/Treasurer shall be selected by a Nominating Committee in accordance with Article VI, Section 3.

(d)   Vacancies in any Office shall be filled by the successor in accordance with paragraph (c), except in the case of the Secretary/Treasurer, whereby that vacancy shall be filled by a majority vote of the Board. Vacancies in the seat of any Director shall be filled by appointment by the Board, with the term of such vacancy concluding upon the next regular election.

(e)          For the first year following the approval of these Bylaws, the Board of the predecessor associations shall be combined to constitute a new Board pro tempore and shall be comprised of at least nine (9) Members of the Association. Should the combined Board fall below nine (9) Members, the Board shall appoint a Member(s) of the Association to fulfill the remainder of any term. By October 31st following the adoption of these Bylaws, this paragraph (e) shall be stricken from the Bylaws and any vacancies in the Board shall be filled in accordance with paragraph (d) of this Section.

 Section 2 – Duties of Officers

(a)    The President shall (i) preside at all meetings; (ii) with the Secretary/Treasurer, have power to sign all checks, contracts and obligations of the Association; (iii) with the approval of the other Officers, appoint the Standing Committees for the proper conduct of the affairs of the Association; (iv) be an ex-officio member of all committees; and (v) have the power to fill vacancies occurring in any office of the Association until the next Annual Meeting.

(b)  The Vice President shall preside at meetings in the absence of the President and shall perform those duties designated by the President.

(c)    The Secretary/Treasurer shall (i) keep the minutes of all meetings; (ii) give the required notices of meetings to the Members and shall conduct all the correspondence of the Association; (iii) notify new Members of their election; (iv) keep an accurate list of all Members of the Association and their addresses; (v) keep a record of the financial affairs of the Association; (vi) collect all initiation fees and dues; (vii) have the custody of all monies; (viii) sign, together with the President, all checks, contracts and obligations of the Association; and (ix) make a monthly report to the Board and an Annual Report of the financial condition of the Association. The accounts of the Secretary/Treasurer shall be audited annually by the Audit Committee. The Secretary/Treasurer may delegate the record keeping and custodial duties to a Managing Director.

 Section 3 – Executive Committee

The Executive Committee is comprised of the three Officers and the Immediate Past President of the Association. It shall convene at the call of the President and has the powers of the Board between meetings.

 Section 4 – Managing Director

(a)    The Board shall appoint a Managing Director who shall be responsible for all management and administrative functions of the Association, and shall direct all activities of the Association as prescribed by the Board and be authorized to conduct the activities and affairs subject to approval by the Board.

 
Article VI
COMMITTEES

 Section 1 – Standing Committees

The Standing Committees of the Association shall be Audit, Bylaws, Communications, Certification, Charitable Efforts, Education, Finance, Legislative, Membership, Nominating, and Technology.

 Section 2 – Ad Hoc Committees

The Board may provide for such other committees as it may see fit and shall assign them such duties as it may determine.

 Section 3 – Nominating Committee

By August 1st in any election year, the President shall appoint a Nominating Committee, comprised of three Professional or Retired Members in Good Standing, whose duty shall be to present a slate of candidates for any open positions for Director. The Committee shall arrange that such slate be mailed to each Member no later than thirty (30) days prior to the Annual Meeting.  Further nominations for Directors may be made by petition signed by twelve (12) Members in Good Standing and submitted to the Secretary-Treasurer no later than ten (10) days prior to the Annual Meeting. Such nominations shall be communicated to the membership prior to the commencement of voting.

 Article VII
MEETINGS AND VOTING

 Section 1 – Regular Business Meetings

(a) Regular Business Meetings shall be held quarterly and shall include an educational program.

(b)  The Order of Business at the business meetings shall be determined by the Board.

 Section 2 – Annual Meeting

(a)  The Annual Meeting of the Association shall be held at a time and place to be designated by the President, for the purpose of transacting such business as may properly come before the Membership.

(b) The order of business at the Annual Meeting shall be determined by the Board, except that the election of Directors shall be the last item of New Business and the results of such election shall be reported immediately before adjournment, at which time the newly elected Directors and Officers shall take office and the terms of outgoing Directors shall concurrently expire.

 Section 3 – Special Meetings

A Special Meeting may be called by the President or upon the written request of twelve (12) Members in Good Standing. Such request and a statement of the purpose of the meeting shall be communicated to each member of the Association fifteen (15) days prior to the date of such Special Meeting.

             

Section 4 – Voting

Voting for Directors and the office of Secretary/Treasurer shall be conducted at the Annual Meeting. Voting on applications for membership may be conducted by electronic mail at the discretion of the Board. Voting on amendment to these Bylaws shall be conducted in accordance with Article IX. Voting on any other issue(s) shall be conducted in a manner prescribed by the Board.

 

Section 5 – Conduct and Quorum

(a) All meetings of the Association shall be conducted in accordance with Robert’s Rules of Order.

(b)  Twenty (20) Professional members in Good Standing shall constitute a quorum at any meeting of the Association.

 

Article VIII
FISCAL YEAR

 The Fiscal Year of the Association shall end on the thirty-first (31st) day of October of each year.

 Article IX
AMENDMENTS

(a)  These Bylaws may be amended by a two-thirds vote of the Professional Members in Good Standing, provided that a notice stating the nature of the proposed amendment(s) shall have been sent by the Secretary to all of the Members at least fifteen (15) days before any vote on the proposed amendments. 

(b)  Association Bylaws shall at all times comply with the Bylaws of the CMAA. Any changes to the Bylaws of CMAA shall be reported to the Association Membership at its next meeting and be adopted in accordance with this Article.

(c) In the event that a situation should arise that is not addressed in these Association Bylaws, the Bylaws of CMAA shall govern.