Bylaws

WOODWARD DREAM CRUISE, INC.,

A MICHIGAN NON PROFIT CORPORATION

 

AMENDED AND RESTATED

BYLAWS

ARTICLE I

NAME AND OFFICE

1.1               Name.  The name of the Corporation is Woodward Dream Cruise, Inc. and all business will be conducted under such name and under any other name or names for which an assumed name certificate is filed as required by law.

1.2              Registered Office.  The registered office of the Corporation shall be located at 41000 Woodward Avenue, Bloomfield Hills, MI 48304.

 

ARTICLE II

PURPOSE

2.1         Purpose.  The purpose of the Corporation is:

(a)          To operate exclusively for community service, charitable and educational purposes by sponsoring and coordinating in conjunction with the member municipalities an annual family oriented non-alcoholic event, known as the Woodward Dream Cruise;

(b)          To seek and accept gifts, grants and other support from individuals, corporations, foundations, and others for carrying out the express purpose of the corporation as herein defined;

(c)          To engage in other charitable, educational and scientific activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or comparable provisions of subsequent legislation (the “Code”);

(d)          To do such things and to perform such acts to accomplish its purposes as the members may determine to be appropriate and as are not forbidden by Section 501(c)(3) of the Code, with all the power conferred on non-profit corporations under the laws of the State of Michigan.

2.2         Tax Exempt Status.  The Corporation, including all activities incident to its purposes, will at all times be conducted so as to be an organization described in Section 501(c)(3) of the Code.  Notwithstanding any other provisions of the Bylaws, the Corporation, and each of its members, directors, officers, trustees, employees and representatives, will only carry on activities that are permitted to be carried on (i) by a corporation exempt from federal tax under Section 501(c)(3) of the Code, and (ii) by a nonprofit corporation organized under the laws of the State of Michigan pursuant to the provisions of the Act.

2.3         Nonprofit Organization.  No part of the assets or net earnings of the Corporation will inure to the benefit of or be distributable to its directors, officers, trustees, employees, or other private persons, except that the Corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article II.  No such person or persons will be entitled to share in the distribution of any corporate assets upon the dissolution of the Corporation.  All members of the Board of Directors of the Corporation will be deemed to have expressly consented and agreed that upon dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors will be distributed in accordance with the Corporation’s Articles of Incorporation filed with the State of Michigan.

2.4         Investments.  The Corporation will have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may be permitted by law to make or any similar restriction, provided, however, that no action will be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Code.

 

ARTICLE III

MEMBERSHIP AND MEETINGS

3.1               Members.  Membership shall be open to any Oakland County municipality along the Woodward Avenue corridor or corporation who will carry out the purposes and achieve the objectives of the Corporation.  Each member will designate a representative to speak and vote at the membership meetings.  Each member shall be entitled to one vote.

3.2               Suspension and Termination.  The members may terminate a membership for conduct prejudicial to the corporation, by 2/3 majority vote after the member is given written notice and the opportunity to be heard.

3.3         Resignation.  Any member may resign its membership at any time by written notice to the Corporation thirty (30) days in advance of the termination of membership.  Resignation or termination shall not relieve a member from its responsibility, financial or otherwise, for the period in which it was a member or as a result of events occurring during that period.

3.4         Annual Meeting.  The annual meeting of the members shall be held on such day and time and at such place as designated by the Board of Directors.  At each annual meeting, directors shall be elected for open seats on the board and any other business shall be transacted that may come before the meeting.

3.5         Special Meetings.  Special meetings of the members may be called by the Board of Directors or the President.  Such meetings shall be called by the President or Secretary at the written request of members having in the aggregate not less than three votes of the members.

3.6         Notice of Meetings.  Written notice stating the date, time and place of any meeting of the members, and in the case of a special meeting further stating the purpose for which the meeting was called, shall be given personally or mailed at least three (3) but not more than sixty (60) days before the date of the meeting to each member at such address as appears in the corporate records.  Notice may be given in the Corporation’s newsletter, provided that the newsletter mailing complies with the above time requirements for a written notice.

3.7         Quorum.  A majority of the total number of votes, represented in person or by proxy, shall constitute a quorum for a meeting of the members.  If a quorum is present, the affirmative vote of a majority of the votes present, in person or by proxy, at the meeting shall be the act of the members unless the law requires otherwise.  If a quorum is not present, in person or by proxy, a majority of the members present may adjourn the meeting from time to time without further notice.

3.8         Voting.  A vote may be cast either orally or in writing.  When an action, other than the election of directors, is to be taken by vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote on such action. Directors shall be elected by a plurality of the votes cast at any election.

3.9         Conduct of Meetings.  Meetings of the members shall be presided over by the President, or in the President’s absence, by the Vice President.  If neither the President nor a Vice President attends, a chairperson shall be chosen at the meeting.  The corporate secretary shall serve as Secretary of the meeting; otherwise, the chairperson of the meeting shall appoint a secretary.

3.10      Telephonic Conferences.  A member may participate in a meeting of the members by a conference telephone or similar 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 3.10 constitutes presence in person at the meeting.

 

 

 

ARTICLE IV

BOARD OF DIRECTORS

4.1         General Powers.  The business, property and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

4.2         Number and Qualifications.  There shall be not less than six (6) and not more than twenty (20) directors on the Board of Directors.  The Board of Directors shall consist of one representative or its designated alternate from each City of Berkley, City of Birmingham, City of Bloomfield Hills, City of Ferndale, City of Huntington Woods, City of Pleasant Ridge, City of Pontiac, City of Royal Oak, the Charter Township of Bloomfield, the County of Oakland, the radio broadcasting partner of the Corporation, the television broadcasting partner of the Corporation and the newspaper partner of the Corporation.

4.3         Removal.  Excluding the said members, any other director may be removed with or without cause by a majority vote of the members entitled to vote at the election of the Board of Directors.  Any vacancy may be filled by an affirmative vote of the majority of the Board of Directors.

4.4         Annual Meeting.  The Board of Directors shall meet promptly after the annual membership meeting for the purposes of electing, officers and transacting such other business as may properly come before the meeting.

4.5         Quorum.  A majority of the Board of Directors then in office constitutes a quorum for transaction of any business at any meeting of the Board of Directors.  Actions voted for by a majority of the Board of Directors in office, at a meeting where a quorum is present, in person or by proxy, shall constitute authorized actions of the Board of Directors.  If less than a quorum is present, in person or by proxy, a majority of the Board of Directors present may adjourn the meeting from time to time without further notice.

4.6         Action by Written Consent.  Any action required or permitted to be taken pursuant to board authorization may be taken without a meeting if, before or after the action, all of the Board of Directors; consent to the action in writing.  Such consents shall be filed with the minutes of the Board of Director’s proceedings.

4.7         Compensation.  The Board of Directors shall serve without compensation from the Corporation.  This section shall not prohibit reimbursement of the Board of Directors by the Corporation for reasonable out-of-pocket expenses.

4.8         Telephonic Conferences.  A director may participate in a meeting of the Board of Directors by a conference telephone or similar 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 V

OFFICERS

5.1               Officers.  The officers of the Corporation shall consist, of a President, one or more Vice Presidents, Treasurer, and a Secretary.  Other officer positions may be established by the Board of Directors.  Further, the Board of Directors shall select all officers by a majority vote of the Board of Directors.

5.2         Compensation.  Officers shall serve without compensation from the Corporation.  This section shall not prohibit reimbursement of officers by the Corporation for reasonable out-of-pocket expenses.

5.3         Term.  Each officer of the Corporation shall hold office for the term, which he or she is elected or appointed, to be designated by the Board of Directors, and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.  The election or appointment of an officer does not, by itself, create contract rights.

5.4         Removal.  An officer may be removed by the Board of Directors with or without cause by a majority vote of the Board of Directors.  The removal of an officer shall be without prejudice to his or her contract rights, if any.

5.5         Resignation.  An officer may resign by written notice to the Corporation.  The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation.

5.6         Vacancies.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

5.7         President.  The President shall be the chief executive officer of the Corporation and shall, subject to the direction and control of the Board of Directors, generally supervise all the business and affairs of the Corporation.  The President shall make recommendations to the Board of Directors with respect to activities suitable to the purposes and resources of the Corporation.  He or she shall preside at all meetings of the members and the Board of Directors.  The President may delegate to any other officer such of his or her authority and duties at such time and in such manner as he or she deems appropriate.  The President shall have the authority to approve expenditures up to $ 1,000.00.

5.8         Vice Presidents.  The Vice Presidents shall assist and act under the direction of the Board of Directors and the President.  In the absence or disability of the President, the authority of the President shall descend to the Vice Presidents in the order of seniority indicated by their dates and times of election, titles or as otherwise specified by the Board of Directors.  Each Vice President shall serve as the chairperson of a committee within the Corporation.

5.9         Treasurer.  The Treasurer shall act under the direction of the Board of Directors and the President.  The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of the Corporation’s assets, liabilities, receipts and disbursements in books belonging to the Corporation.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors (at its regular meeting or whenever they request) an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors prescribes, with the cost reimbursed by the Corporation.  The Treasurer is responsible for overseeing an annual audit of the Corporation’s funds and shall prepare a disbursement report monthly to the Board of Directors.

5.10      Secretary.  The Secretary shall act under the direction of the Board of Directors and the President.  The Secretary shall attend all members’ and Board of Directors’ meetings; be responsible for recording minutes of the proceedings and maintain the minutes and all documents evidencing corporate action taken by written consent of the members and Board of Directors in the Corporation’s minute book.  The Secretary shall perform these duties for Board of Director committees when required.  The Secretary shall see to it that all notices of members’ meetings and special Board of Directors’ meetings are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws.  The Secretary shall keep a register of the names and addresses of Corporation’s members and Board of Directors and perform all duties incident to the office.

5.11      Execution of Contract and Instruments.  The Board of Directors shall adopt a contract policy that may designate an officer or agent, including the Executive Director, with the authority to execute any contract or other instrument on the Corporation’s behalf; the Board of Directors may also ratify or confirm any such execution in accordance with such a policy.  If the Board of Directors authorizes, ratifies or confirms the execution of a contract or instrument without specifying the authorized executing officer or agent, the Corporation’s President, any Vice President or the Executive Director may execute the contract or instrument in the name and on the behalf of the Corporation.

 

ARTICLE VI

INDEMNIFICATION

6.1         Nonderivative Actions.  Subject to all of the other provisions of this Article VI, the Corporation shall indemnify any person who was or is a party to, any threatened, pending or completed action, suit or proceeding.  This includes any civil, criminal, administrative or investigative proceeding, whether formal or informal (other than an action by or in the right of the Corporation).  Such indemnification shall apply only to a person who was or is a director or officer of the Corporation, or who was or is serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit.  The person shall be indemnified and held harmless against expenses (including attorney fees), judgements, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Corporation or its members.  With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgement order, settlement, conviction or plead of nolo contenders or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of the Corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

6.2         Derivative Actions.  Subject to all of the other provisions of this Article VI, the Corporation shall indemnify any person who was or is a party to, or is threatened to be made party to, any threatened, pending or completed action or suit by or in the right of the Corporation to obtain a judgement in its favor because (a) the person was or is a director or officer of the Corporation or (b) the person was or is serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit.  The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Corporation or its members.  However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the Corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

6.3         Expenses of a Successful Defense.  To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of this Article VI, or in defense of any claim, issue, or matter in the action, suit or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this Article VI.

6.4         Determination that Indemnification is Proper.  Any indemnification under Sections 6.1 or 6.2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case.  The Corporation must determine that the indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections 6.1 or 6.2, whichever is applicable.  Such determination shall be made in any of the following ways: (a) by majority vote of a quorum of the Board of Directors consisting of directors who were not parties to the action, suit or proceeding; (b) if the quorum is not attainable, then by a committee of not less than two disinterested directors; (c) by independent legal counsel in a written opinion; and (d) by the members.

6.5         Insurance.  The Corporation shall purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee or agent of the Corporation, or (b) was, or is serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.  Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify against such liability under this Article VI or Michigan law.

6.6         Changes in Michigan Law.  If there are changes in the Michigan statutory provisions applicable to the Corporation and relating to the subject matter of this Article VI, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the Corporation to provide broader indemnification rights than such provisions permitted the Corporation to provide before any such change.

 

ARTICLE VII

CORPORATE FUNDS

7.1               Costs of Operation.  The cost of operation shall be recovered in part from sponsorship revenues, merchandise sales, membership sales and additional miscellaneous revenue.

7.2               Disbursement of Funds.  All net revenues raised by the Corporation shall be disbursed to the participating member communities as outlined herein.  Net revenues are defined as any cash surplus as of December 1^st of each year less all known or anticipated expenses of previous event minus budget reserve to be determined by Board of Directors based on historical financial information.

Each year that the Corporation shows funds in excess of expenses, 5% will be allocated for the Corporation’s operating budget and the participating cities on the Board of Directors will receive the greater of 5% of the net revenue of the event or a minimum of $5,000 each, if sufficient funds exist.  Any remaining funds will then be distributed in accordance with a formula based on local mileage and on the population as per the most recent U.S. Census data.

Example:

Gross revenues

(minus) – Expenses plus 5% for WDC Inc. Operating Budget

Net Revenue

(minus) – 45% or $45,000 (whichever is greater) of Net Revenue

Remaining revenue to be distributed by local mileage and population.

 

Community distribution according to local mileage and population shall be as follows:

 

Communities	Population (2000 Census)	Act 51 Milleage	Total	Percentage
Berkley	15,531	51.61	15,583	0.065
Birmingham	19,291	84.33	19,375	0.081
Bloomfield Hills	3,940	32.31	3,972	0.016
Bloomfield Township	42,937	213	43,150	0.180
Ferndale	22,105	77.64	22,183	0.092
Huntington Woods	6,151	24.82	6,176	0.026
Pleasant Ridge	2,594	8.86	2,603	0.011
Royal Oak	60,062	212	60,274	0.251
Pontiac	66,337	250	66,587	0.278
Total	238,948	954.57	239,903	1

 

ARTICLE VIII

GENERAL PROVISIONS

8.1               Checks and Funds.  All checks, drafts or demands for money and notes of the Corporation must be signed by such officer or officers or such other persons as the Board of Directors from time to time designates.  All funds of the Corporation not otherwise employed shall be deposited or used as the Board of Directors from time to time designates.

8.2               Fiscal Year.  The fiscal year of the Corporation shall end on December 31 or such other date as the Board of Directors from time to time determines.

8.3               Corporate Seal.  The Board of Directors may adopt a corporate seal for the Corporation.  The corporate seal, if adopted, shall be circular and contain the name of the Corporation and the words “Corporate Seal Michigan”.  The seal may be used by causing it or a facsimile of it to be impressed, affixed, reproduced or otherwise.

8.4               Books and Records.  The Corporation shall keep books and records of account and minutes of the proceedings of its members, Board of Directors and board committees, if any.  The Corporation shall keep at its Michigan office records containing the names and addresses of all members and the dates when they respectively became members.  Any of such books, records or minutes maybe in written form or in any other form capable of being converted into written form or in any other form capable of being converted into written form within a reasonable time.

8.5               Financial Statements.  The Corporation shall cause to be made and distributed to its members, within four months after the end of each fiscal year, a financial report (including a statement of income and year-end balance sheet) covering the previous fiscal year.  An independent certified public accountant shall be appointed by the Board of Directors to prepare and/or review the report and perform other duties as designated by the Board of Directors.

8.6               Purchasing Products and Services.  The Corporation shall follow a “Quality Based Selection Process” for purchasing services and a bidding policy for products as adopted by the Board of Directors.

8.7               Executive Director.  The Board of Directors shall appoint an Executive Director.  The Executive Director shall be the chief administrative officer of the Board of Directors and shall perform all of the administrative functions of the Board of Directors, unless otherwise delegated.  The Executive Director must attend all meetings of the Board of Directors and committee meetings when requested.  All such functions shall be performed in harmony with the adopted policies of the Board of Directors.  The Executive Director shall not be a member of the Board of Directors and shall not have voting privileges.  The Executive Director will be an independent contractor.

8.8               Conflict of Interest.  All members are prohibited from soliciting, demanding, accepting or agreeing to accept directly or indirectly, from any person or entity to which a contract might be awarded or is awarded a gift, offer of employment, rebate, money or anything of material value, except where given for the sole use and benefit of the Corporation.  The practice shall be followed in accordance with all applicable policies as adopted by the Board of Directors.