Global Navigation

History

The CRC was formed in 1999 after several community disturbances in East Lansing. The CRC was a recommendation of the Action Team task force chaired by the President of MSU.

The task force recommended an independent not-for-profit organization with a board consisting of residents and students to working on enhancing relationships and building bridges between neighbors. The concept included the establishment of a program placing students in key neighborhoods in community building roles, and other programs to bring the community together.

Community Relations Coalition By-Laws
Amended May 2005

The Core Leadership team will use these By-Laws as a guideline. As the Core team establishes itself, it will change the By-Laws as needed.

Article I – Name, Incorporation, Offices

Name: The name of the Corporation shall be the Community Relations Coalition, Inc., referred to hereinafter by name or “CRC.”
Incorporation: The CRC is organized as a not-for-profit corporation under the laws of the State of Michigan.
Principal Office: The principal office of the CRC shall be located in East Lansing, Michigan.
The CRC shall maintain a registered office in the State of Michigan as required by the Corporation and Associations Article of the Annotated Code of Michigan.

Article II- Purpose

Purpose: The Community Relations Coalition works to build trusting relationships between the communities of East Lansing and Michigan State University by fostering cooperation and communication between neighbors. A not-for-profit organization, the CRC draws on the talents of all sectors of East Lansing through various program initiatives. The CRC motto, “We All Live Here,” reinforces the organization’s goals of helping citizens recognize and appreciate the responsibilities and assets we all share as residents of East Lansing
To lessen neighborhood tensions and foster positive interpersonal relations among student and permanent residents of East Lansing neighborhoods near Michigan State University and between these residents and the Michigan State University administration, the City government and other community institutions, through such means as:
(a) disseminating information and overcoming stereotypes
(b) sponsoring or supporting activities that promote friendly communication among neighbors
(c) encouraging students and permanent residents to participate in civic affairs and community organizations
(d) advancing safety by reducing substance abuse and violence
(e) developing conflict-resolution resources to address problems
(f) raising funds needed to support the organization’s work.

The Corporation is organized exclusively for charitable,educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(cX3) of the Internal Revenue Code or corresponding section of any future federal tax code.

Article III – Membership

Membership: Pursuant to Section 261(1) of 1982 PA 162 as amended MCL.450.2261(1) of the Michigan Not-For-Profit Corporation Law, this corporation, shall have no members.

Article IV – Board of Directors

Purpose, Powers, and Duties: The Board of Directors shall have general power to control and manage the affairs and property of the corporation, and shall have full power, by majority vote, to adopt rules and regulations governing the actions of the Board of Directors, and shall have full authority with respect to the distribution and payment of moneys received by the corporation from time to time, provided, however, that the fundamental and basic purposes of the corporation, as expressed in the Certificate of Incorporation, shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure the benefit of any private individual, except for those contracted for their services. The Board of Directors may appoint an Executive Director who shall serve as a non-voting member of the Board of Directors and who shall be responsible to the Board for the programmatic, administrative, and business management of the corporation. The Board of Directors may further delegate authority to Committees or individual Directors as it deems necessary for the carrying out of the business and purposes of the Corporation.
Number, Composition and Terms of Office:
a. The Board of Directors shall consist of not less than five (5) or more than forty (40) directors. The number of directors may be changed by vote of a majority of the Board but no decrease may shorten the term of any incumbent directors.

b. The Directors shall be elected annually, and each shall continue in office until their successor shall have been elected and qualified.

3. Nomination and Election of Directors: The Nominating Committee shall determine a slate of directors and shall present such slate to the Executive Committee of the Board of Directors at the Executive Committee meeting prior to the annual meeting, and this proposed slate shall be published in the agenda of the annual meeting. Additional names may be placed in nomination for Board membership at the annual meeting. Directors will be elected, and shall be announced at the annual meeting.

4. Vacancies: In case of any vacancy on the Board of Directors, a successor proposed by the Nominating Committee to fill the unexpired portion of the term may be elected by a majority of the remaining Directors

5. Removal/Leaves of Absence: Nonattendance at the three regularly scheduled consecutive board meetings or 90 days, whichever is longer, is hereby determined to constitute neglect of duty and shall automatically create a vacancy without further action. Except in a circumstance of an automatic vacancy under this provision, any board member removed by the Board during their term may request a hearing before the Board and receive an explanation of the reason for their removal. Any member may request the Board to grant a leave of absence, not to exceed 120 days. Such leave may be granted upon the request of the member and upon a majority vote of the Board prior to the commencement of the leave of absence.

6. Compensation: No director shall receive compensation or salary in any form for his/her service as a board member, but shall be reimbursed for authorized and documented expenses.

7. Resignation and Removal of Directors: Any director may resign by giving written notice of his or her resignation to the Board or to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective.

8. Voting: At any meeting of the Board of Directors, every voting Director present at such meeting shall be entitled to one vote and, except as otherwise provided by law or by these by-laws, the act of a majority of the Directors present at any meeting at which a quorum is present, shall be the act of the Board. There shall be no proxy voting. Directors may attend meeting electronically or by telephone.

Article V – Meetings

1. Annual Meeting: The annual meeting of the Corporation shall normally be held during the month of May each year, or at such other time as may be fixed by the Board of Directors.

2. Regular Meetings: The frequency and dates of meetings of the Board of Directors shall be fixed by the Board of Directors, normally at the Annual Meeting.

3. Special Meetings: Special meetings of the Board of Directors may be called by the President or Vice President of the Board in the absence of the President, or may be called at the request of any three voting members of the Board, providing such request is submitted in writing to the President and adequate notice is given, as provided for in #5- “Notice of Meetings” below.

4. Place of Meetings: Meetings of the Board may be held at the principal office of the Corporation or at any other place as the Board may from time to time designate, including via electronic or telephone meetings. The notice of the meeting shall include the place and time of the meeting.

5. Notice of Meetings: Written notice of the time and place of the annual and regular meetings shall be sent to each Director prior to the date of such meetings. Notice of special meetings shall be sent to each Director not less than four days prior to the date of such a meeting, by telephone, or email, fax, or other means, not less than two days prior to the date of such meeting.

6. Quorum: A quorum present for conduct of business shall be defined as a majority of the Directors appointed and serving in office, but not fewer than five, and no less than 25% of Board members appointed and serving, for all meetings of the Board of Directors.

Article VI – Officers

1. Principal Officers: The principal officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, all elected from among Board members then serving in office. Also, the Board at any meeting may by resolution elect or appoint additional officers and determine their terms of office as it may deem advisable.

2. Election and Terms of Office: The officers of the Corporation shall normally be elected at the Annual Meeting of the Corporation by the incumbent Board of Directors, but may be elected at any meeting of the Board at which a quorum is present, by vote of the majority of directors present at the meeting. The Nominating Committee shall prepare a list of nominations of officer positions and such list shall be emailed to each Director then serving, along with the notice of said meeting. An officer shall be elected to serve a one year term and shall hold office until the next annual meeting of the Board following the election or until his or her successor shall have been elected, except in the case of resignation, or removal, as provided for in these By-Laws. No director may serve in any one office for more than three consecutive one-year terms. No Director may hold more than one principal officer position at any one time.

3. Removal of Officers: Any officer may be removed, with or without cause, at any time at any Board meeting at which a quorum is present, by two-thirds of the Directors present at such a meeting and after an opportunity to be heard at the meeting.

4. Vacancies: Vacancies among the officers, however arising, shall be filled by a majority vote of the Directors present at any regular or special meeting of the Board at which a quorum is present.

Article VII – Committees

1. Executive Committee: The Board may designate from among its members an Executive Committee, consisting of the officers and the Chairs of Standing Committees. Unless a different person is designated Chair of the Executive Committee by resolution of the Board, the President of the Board shall serve as Chair. The aforementioned action shall require a majority vote of the Board. Any Executive Committee to which the powers of the Board are delegated shall consist solely of Directors. The Executive Committee shall, during intervals between the meetings of the Board, exercise all powers of the Board in the management and business affairs of the Corporation, except as provided by law, these By-Laws, or by resolution of the Board.

2. Other Committees: The Board of Directors may by resolution designate committees charged with implementing the mission of the organization and the strategic plan as adopted by the Board. Each Committee shall be chaired by a Director of the Corporation. With the exception of an Executive Committee, Committees may include non-Board members. Committee chairs shall be appointed by the Chair of the Board. Other members of committees shall be appointed by the President, with the consent of a majority of the Board of Directors.

3. Committee Meetings: unless otherwise provided for in these By-Laws, one-third of the members appointed and serving on a committee constitutes a quorum for the meeting of the committee and the vote of a simple majority of those present at a meeting at which at which a quorum is present constitutes an action of the committee. Each committee shall determine and schedule the number of meetings it will hold each year.

Article VIII – Contracts and Commitments

1. Authority: Unless specifically authorized by resolution by the Board of Directors, no officer, agent or member of the Board of Directors, shall have the power or authority to bind the CRC by any contract or engagement or pledge its credit or financially obligate it for any purpose in any amount.

2. Signatories: All checks or drafts drawn on the CRC accounts shall be signed by at least two officers of the Board.

3. Conflicts of Interest: A Board member shall declare any interest, direct or indirect, which would or may conflict in any manner or degree with their actions as a member of the Board. With the exception of the Neighborhood Resource Coordinators, Board members shall not be employed by the CRC, shall not receive any payment from the agency, and shall not enter into any contract or transaction with the agency, either directly or indirectly, for the purchase of supplies, materials or equipment. In the event that a Board member applies for a staff position, that person must resign as a member of the Board.

Article IX – Liability and Indemnification

1. No member of the Board of Directors shall be held personally liable for any debts incurred in good faith on behalf of the Corporation.

2. Indemnification: Every person who is or shall be or shall have been a Director or Officer of the Corporation, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made apart by reason of his or her being or having been a Director or Officer of the Corporation, except in relation to such matters as to which he or she shall finally be adjudicated in suit action, suit or proceeding to have been liable by reason of willful misconduct or willful negligence in the performance of her or his duty as a Director or Officer of the Corporation. Costs and expenses of actions for which this Article provides indemnification shall include, among other things, attorney’s fees, damages, and reasonable amounts paid in settlement.

Article X – Restrictions

1. Activities: The Corporation shall neither have nor exercise any power, not shall it engage directly or indirectly in any activity that could invalidate its status as a corporation exempt from Federal Income Taxation, as described by Section 501 (c) (3) of the Internal Revenue Code of 1986; or as a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986.

2. Funds: No part of the net earnings of the CRC shall inure to the benefit of, or be distributable to its members, Directors, officers, or other private persons, except that the Board of Directors shall be authorized and empowered to pay reasonable compensation for services rendered, including the services of the Neighborhood Resource Coordinators, and to make payments and distributions in furtherance of the purposes set forth in the CRC’s Certificate of Incorporation.

Article XI – Amendments

1. These By-laws may be altered, amended, or repealed in whole or in part at any meeting of the Board of Directors by a vote of two-thirds of the Directors present at such a meeting, provided a quorum is present. Any proposal to amend these By-Laws shall be included with the notice of the meeting at which the amendment is proposed.

Article XII – Rules of Order

1. All meetings of the Board of Directors shall be conducted in accordance with the latest revised edition of Roberts’ Rules of Order.

Article XIII – Dissolution

1. If, at any time, it becomes necessary to dissolve the Corporation and cease operations, after due deliberation and resolution by the Board of Directors, all corporate assets shall be given to a tax-exempt, not-for-profit Corporation whose purpose and mission is closely allied with that of the Community Relations Coalition.