Article I - Name and Purpose
Section 1. Name
The name of the organization is the Michigan Geocaching Organization, hereafter known as MiGO.
Section 2. Corporation
The Corporation shall be of type 501(c)(7) of the Internal Revenue Code.
Section 3. Purpose
The purposes for which the corporation is formed are as follows:
MiGO shall exist as a not-for-profit recreational organization, to promote the sport of geocaching, an appreciation of the outdoors, and good environmental stewardship, through cooperative efforts with Michigan geocachers and land management officials.
Section 4. Not-for-Profit
The Corporation shall be a Type (c)(7) corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.
Section 5. Office
The office of the corporation is to be located in the County of Kent in the State of Michigan.
Article II - Membership
Section 1. Eligibility
Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization.
Section 2. Membership
Membership in MiGO shall remain open to all interested persons who support the goals as described in the Mission Statement. Upon application for membership via the MiGO website, prospective members shall provide the Organization with the information deemed necessary for contact and identification of a member, and shall consent to abide by a code of conduct which is established to maintain a friendly and courteous community. Once the applicant has provided the above information, and their application has been approved, he/she shall be considered a member of MiGO.
Any Active Member who is at least 18 years of age and is a resident of the state of Michigan will be eligible to vote in general elections and referendums put to the membership by the Board of Directors.
Section 3. Dues
MiGO has no official dues or monetary charges for membership. In the future, dues may be established as deemed appropriate and approved by the Board of Directors.
Article III - Board of Directors
Section 1. Duties
A Board of Directors shall govern the management and administration of the affairs of MiGO. The Board is responsible for setting policy and governing the organization. It holds the power to conduct business and delegate that power as needed to an agent of the Board.
Section 2. Term of Office
The members of the Board may serve for life, until they decide to leave the Board, or until they are asked to vacate the position. (See Section 6)
Section 3. Selection of Board Members
The current MiGO Steering Committee shall become the Board of Directors upon ratification of these Bylaws.
The Board will be self-perpetuating in that the Board itself will nominate and elect new members. A majority vote of the Board is required for election of new members.
Selection of the Chair: the Board members will self-elect a chair to serve a one year term.
Section 4. Quorum
Quorum for the Board will be set at a two-thirds majority.
Section 5. Board Member Activity
Board Members are required to attend 75% of business meetings. Any Board member not meeting this requirement may be asked to leave the Board of Directors. (See Section 6). Board of Director members are expected to check their email and the online Board of Directors forums at least once per week for the purpose of remaining current and involved in any active MiGO initiatives.
Section 6. Removal
A Board member may ask to be removed from the Board, or they may be asked to leave by the existing Board. Board members may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which a Board member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of a Board member, or failing to attend 75% of Board meetings. The Board member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are leaving.
Section 7. Voting
All members of the Board of Directors shall have one (1) vote per member. Unless otherwise indicated, Board resolutions require a simple majority of quorum. Board business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Board members of the vote and that the results of said vote are recorded and documented in the consent agenda of the following live or phone meeting. During phone and live meetings, the facilitator shall participate in the vote in accordance with the organization's Standard Operating Procedures.
Section 8. Compensation
Directors shall not be compensated for their service except for reimbursement of reasonable expenses.
Article IV - Meetings
Section 1. Board Meetings
Board Meetings will be held a minimum of four times a year (quarterly). Any Board member may call a special meeting, which will be held pending the availability of the Board Members. Members will be notified of meetings via e-mail or telephone discussions. (See Article III, Section 5).
Section 2. Executive Committee Meetings
Executive Committee Meetings will be held a minimum of six times a year (bi-monthly), and may be held in conjunction with the Board Meetings. Meeting times, location, and frequency are at the discretion of the Executive Committee members. The Board may, at their discretion, vote to call a special meeting of the Executive Committee. Members will be notified of meetings via e-mail or telephone discussions. (See Article III, Section 5).
Section 3. General Membership Meetings
General Membership Meetings will be held annually. All members and interested parties are invited to attend and participate in the meetings. All meetings will be conducted in accordance with Robert's Rules of Order, Newly Revised (see Article XIII).
Article V - Executive Committee
Section 1. Officers
Under the umbrella of the Board of Directors, MiGO will have an Executive Committee consisting of the following eight members: seven elected members with EC voting privileges (five officers, plus two 'members at large'), and one non-voting member (the website manager), appointed by the Board of Directors. The members of the Executive Committee shall perform their duties as prescribed by these bylaws, the organizations' standard operating procedures and by the parliamentary authority adopted by the Organization.
All Members of the Executive Committee Shall:
• Meet with the Board of Directors to set the organizational objectives for the year
• Perform any duties, in addition to those defined in these bylaws, which may be required to support the objectives of MiGO.
The President Shall:
• Provide the direction and leadership required to achieve the annual objectives set by the Board of Directors and Executive Committee.
• Track the status of all annual objectives and meet, at least, quarterly with the Board of Directors to review progress and adjust objectives.
• Be ultimately responsible for the success or failure of all MiGO initiatives.
• Preside at all meetings of the Executive Committee and of the Organization.
• S/He shall have the duties and powers assigned according to Robert's Rules of Order in addition to those particularly specified in these bylaws.
• Sign contracts and agreements on behalf of MiGO.
The Executive Vice President Shall:
• the duties of President in his/her absence, or as requested by the President and/or Board of Directors.
• Make arrangements for scheduling meeting dates and locations.
• Oversee the Committees of Community Relations, Education, Fundraising and Nominating.
• Oversee the operation of established Chapters of MiGO, and serve as the primary interface between the Executive Committee and the Chapter Leadership.
• Plan and conduct a joint meeting with the Regional Vice Presidents for the purpose of gaining their input on the operation of MiGO no less than twice per year.
The Treasurer Shall:
• Be responsible for all income and expenses.
• Keep accurate financial records.
• Make timely deposits of all monies received.
• Pay duly authorized expenses.
• Make available financial records to MiGO for inspection and audit.
• Make an annual report to the members at the annual meeting.
• Recommend a budget to the Board of Directors no later than 30 days prior to the Annual Business Meeting.
• Make sure all taxes are filed.
The Secretary Shall:
• Record minutes of all Executive Committee meetings.
• Maintain a file of legal documents and licenses of MiGO, past minutes, newsletter archives and other official documents.
• Record and receive all copies of contracts and agreements consummated by MiGO.
• Draft a written notice of the date, time, and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of elections to fill vacancies of the Executive Committee.
• Forward above mentioned notices to the Web Master to be emailed and/or posted to the website’s home page.
• Conduct and respond to all WRITTEN correspondence as required.
The Compliance Officer Shall:
• Become familiar with state and federal regulations in order to advise MiGO on the established legal parameters.
• Ensure all activities including normal operations and fundraising ventures are performed in compliance with all applicable laws.
• Complete and submit forms and other such media that are necessary to remain in compliance.
• Work with the Treasurer to complete and file all taxes and tax forms as necessary to remain in compliance.
• Audit Year End accounting records, then forward records to the Accountant.
• Be familiar with the organization's Standard Operating Procedures, bylaws and Robert's Rules of order to advise the Executive Committee and President on proper procedures as per the organization's documented procedures.
• Call to question with the Board of Directors any point of order not specifically allowed for in the published documents.
• Recommend additions or changes to the club's Standard Operating Procedures.
The Members At Large Shall:
• Perform the duties of other officers as necessary to assist in the function of day-to-day operations.
• Perform any necessary duties to ensure the effective operation and advancement of MiGO. • Reply to all ELECTRONIC correspondence and PHONE MESSAGES as required.
The Website Manager Shall:
• Maintain a website dedicated to MiGO.
• Update content and visual aspects of website in a timely and as-needed basis.
• Maintain a list of active members and officers.
Section 2. Terms of Office
The term of office shall be set for one year, per timing established in the Standard Operating Procedures. Members of the Executive Committee will serve a one-year term, with all 7 positions open for elections each year. There shall be no established term limits. Candidates may serve as long as the general membership continues to elect them.
Section 3. Selection of Executive Committee
Under normal circumstances, the Executive Committee shall be elected by the general voting membership of MiGO, with the exception of the Website Manager, who will be selected by the Board (see Section 4). Voting members (see Article II, Section 2) will be notified via email two weeks prior to the vote. Voting will take place on the MiGO website. If a nomination period closes, upon which fewer eligible candidates have applied than the number of available positions, the candidates may be appointed directly to office, without the need for a vote by the membership.
Eligibility: All active members of MiGO (see Article II, Section 2) who are eligible to vote in club business and have been a member of MiGO for a minimum of one (1) year will be eligible to run for a position on the Executive Committee.
Nominations: All active members may submit self-nominations for office. Nominations will be finalized at least one month prior to each election, providing sufficient time for the list of nominees to be emailed to the General Membership and/or published on the web site prior to the election.
Election: All active voting members in good standing may submit one (1) ballot per member for the purpose of electing the Executive Committee. Each member may cast a quantity of votes up to the number of open positions on the Executive Committee, but may not cast multiple votes for any individual candidate. Ballots containing more votes than the number of open positions will be discarded as invalid, and none of the selections contained on it will be counted. Elections may take place electronically to allow for all MiGO voting members to participate. The 7 persons with the most votes will be elected. In the event of a tie, the Board of Directors will serve as tiebreaker.
Selection Of Officers: After the election by the general voting membership, those elected to the Executive Committee will select the officers from among themselves. Selection shall be by assembly of the full elected Executive Committee and by simple majority. The assembly for purpose of selection of officers may take place via phone or online chat. In the event of a tie, the Board of Directors will serve as tiebreaker.
Section 4. Selection of Website Manager
The Board will appoint a Website Manager. Any member of MiGO may volunteer for the office. They will apply to the Executive Committee who will then select a member for the Boards approval. The Website Manager will be a non-voting member of the Executive committee.
Section 5. Quorum
Quorum for the Executive Committee will be set at a two-thirds majority.
Section 6. Executive Committee Member Activity
Executive Committee members are required to attend 75% of Executive Committee meetings. Executive Committee members are expected to check their email and the online Executive Committee forums at least once per week for the purpose of remaining current and involved in any active MiGO initiatives. Any Executive Committee member not meeting this requirement may be asked to vacate their position (See Section 9).
Section 7. Vacancies
Any vacancies occurring amongst the Executive Committee shall be filled until the next annual election, at the discretion and decision of the Board; except that the Vice President shall automatically fill a vacancy in the office of President.
Section 8. Voting
All Executive Committee members shall have one (1) vote per member. Unless otherwise indicated, Executive Committee resolutions require a simple majority of quorum. Executive Committee business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all Executive Committee members of the vote and that the results of said vote are recorded and documented in the consent agenda of the following live or phone meeting. During phone and live meetings, the facilitator (usually the President) shall participate in the vote in accordance with the organization's Standard Operating Procedures.
Section 9. Removal
An Executive Committee member may ask to be removed, or they may be asked to leave by the existing Board. Executive committee members may be removed by a two-thirds vote of the members of the Board. Examples of conditions under which an Executive Committee member may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of an Executive Committee member, or failing to attend 75% of Executive Committee meetings.
Section 10. Compensation
Executive Committee Members shall not be compensated for their service except for reimbursement of reasonable expenses.
Article VI - Committees
Section 1. Committees
The Board or Executive Committee may appoint standing committees to advance the work of MiGO. Such committees shall always be subject to the final authority of the Board. The Executive Committee may form temporary or special committees as needed.
Selection of Committees: any voting member of MiGO may volunteer for a committee. They will apply to the Nominating Committee who will then select members to serve on a particular committee.
Selection of Committee Chairs: the Committee members will elect a chair.
Section 2. Fundraising Committee
The Fundraising Committee shall exist to plan projects to help fund MiGO in its goals of promoting and education of geocaching. As the group does not intend to collect dues from the general membership, it will be the responsibility of this committee to raise funds through other means.
Section 3. Election Committee
The Election Committee shall exist to identify candidates for election to the Executive Committee, assembling a slate of officer candidates to be elected by the full membership. They shall also oversee the voting and election procedures for new officers of the Executive Committee.
Section 4. Executive Committee
The Executive Committee shall exist for the everyday maintenance of MiGO. The Board authorizes this committee to act on behalf of the Board in special circumstances. Actions of the executive committee will be approved by the full Board of directors at the next regular Board meeting.
Section 5. Compensation
Committee Members shall not be compensated for their service except for reimbursement of reasonable expenses.
Article VII - Allocation of Funds
The approval of the Board is necessary for the allocation of funds over two hundred fifty dollars ($250) for any purpose. The Executive Committee may allocate funds up to and including two hundred fifty dollars ($250) without seeking Board approval.
Article VIII - Logo
The logo is a trademark of MiGO, usage rights are given to active members for any personal and non-commercial purpose. Any other use of the MiGO logo is prohibited in any manner, except as approved by the Board of Directors.
Article IX - Bylaws
The Board of MiGO will be solely responsible for the bylaws of MiGO. The Board may adopt, amend, or repeal the bylaws with a two-thirds vote of approval.
Article X - Non-Discrimination Clause
MiGO shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.
Article XI - Disciplinary Action
As determined by the Board, any member whose actions are deemed to run counter to the best interests of MiGO shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the Board. Disciplinary actions that may be taken include removal from the Board or revocation of an individual's membership.
Should the Board feel that disciplinary action is necessary; the Board will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in his or her defense if he or she chooses.
Article XII - Dissolution
Dissolution of MiGO may occur by a two-thirds vote of the Board of Directors. In the event of dissolution, all remaining assets, if any, shall be transferred to the nearest geocaching-related organization approved by the Board.
Article XIII - Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern MiGO in all cases in which they are not inconsistent with these bylaws, and any other special rules of order, the Organization may adopt.
Article XIV - Statement of Conflict of Interest
All MiGO Board, Executive Committee, and General members shall avoid any conflict between their individual, professional, or business interests and the interests of MiGO. Upon any deemed conflict of interest by a member, notice shall be given to the Board and that member shall then refrain from discussing or voting on any related issue.
Amendment I - Chapters
Section 1. Purpose
Chapters will be charged with promoting Michigan Geocaching Organization on a local level.
Section 2. Definition
Chapters will be defined by geography as Upper Michigan (UP), Northern Lower Michigan (NL), Southwestern Michigan (SW), Southeastern Michigan (SE) and The 5th Chapter consisting of members outside of Michigan.
Section 3. Officers
Regional Vice President
The Regional Vice President shall:
• Report to the Executive Committee Vice President.
• Support the goals and mission statement of MiGO within the region.
• Promote geocaching in local and county park systems by being the local liaison or appointing the same; work with Park Managers to ensure safe and approved geocaches in their parks.
• Support local events and CITO's
• Meet with the Board of Directors to set the organizational objectives for the year
The Chapter Assistant shall:
• Provide support to the Regional Vice President
Section 4. Selection of Regional Vice President:
Eligibility: For the UP, NL, SW and SE Chapters - All active members of MiGO (see Article II, Section 2) who are eligible to vote in club business and have been a member of MiGO for a minimum of one (1) year will be eligible to run for RVP. For the 5th Chapter – All active members age 18 or over who have been a member of MiGO for a minimum of one (1) year will be eligible to submit their name for consideration of the 5th Chapter RVP position.
Nominations: All active members may submit self-nominations for office. Nominations will be finalized at least one month prior to each elections providing sufficient time for the list of nominees to be emailed to the General Membership and/or published on the website prior to the election. If a nomination period closes, upon which fewer eligible candidates have applied than the number of available positions, the candidates may be appointed directly to office, without the need for a vote by the membership.
Election: For the UP, NL, SW and SE Chapters - All active voting members in good standing will have an equal vote with no more than one (1) vote per member for the purpose of electing the Regional Vice President. They may vote in the Chapter of their choice, and may vote in only one Chapter per election cycle. The person who receives the most votes will be elected. Elections may take place electronically to allow for all MiGO voting members to participate. In the event of a tie, the Board of Directors will serve as tiebreaker.
For the 5th Chapter – The MiGO Executive Committee will review the list of self-nominated candidates and select the RVP for the 5th Chapter from the list of candidates.
Section 5. Terms of Office
The term of office shall be set for one year, per timing established in the Standard Operating Procedures. Regional Vice Presidents and their assistants will serve a one-year term. There shall be no established term limits. Candidates may serve as long as they continue to be elected.
Section 6. Selection of Chapter Assistant:
The Regional Vice President may select A Chapter Assistant.
Eligibility: All active voting members of MiGO (see Article II, Section 2), will be eligible for Chapter office within the Chapter they reside in.
Section 7. Chapter Membership
Residency in any Chapter is strictly for informational purposes and to determine eligibility for Chapter Officers. MiGO membership is all-inclusive regardless of Chapter residence.
Section 8. Modification and Dissolution of Chapters
Chapters may be added, removed, or have their boundaries modified by a quorum vote (See Article III, Section 4) of the Board of Directors.
Section 9. Vacancies
Should a vacancy occur prior to the end of the term of office or a new Chapter be established, the Executive Committee shall use its discretion to fill the vacant RVP position for the remainder of that officer’s term, by appointment of 1) a member residing in that Chapter, or 2) an Executive Committee member, regardless of his/her local residency.
Section 10. Removal
A Chapter Officer can request to be removed, or may be asked to step down by a two thirds vote from the Executive Committee. Examples of conditions under which an officer may be removed include, but are not limited to, breach of confidentiality, failure to disclose a conflict of interest, or failure to exercise the duties of a Chapter Officer.