Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

Page 14 of 55

MEMORANDUM

Maureen Powers, Visit Detroit

TO:

C. David Bargamian, Barris, Sott, Denn & Driker, P.L.L.C.

FROM:

Electronic Meeting Notifications

SUBJECT:

March 30, 2023

DATE:

The Bureau ’ s Board of Directors has the authority to amend the Bureau ’ s Bylaws to provide or electronic notices to members. However, the members have to have previously consented to receiving electronic notices and specified the manner of receiving an electronic notice or other communication. Once that consent is obtained, the Bureau can then dispense with mailing notices by first class mail.

Authority to Amend Bylaws

The Board of Directors may amend the Bylaws. The Nonprofit Corporation Act, Michigan Compiled Laws § 450.2231 provides “[e]xcept if the power to . . . amend . . . the bylaws is reserved exclusively to the corporations. . . members . . . in the articles of incorporation, the . . board may amend or repeal bylaws or adopt new bylaws”. The Bureau ’ s Articles of Incorporation are silent on the topic of amending the Bylaws. Further, Article 11 of the current bylaws gives that the Board of Directors the power to amend the bylaws by a vote of two-thirds of the Directors then in office. Accordingly the Board of Directors may amend the Bylaws. Notice of the intention to amend the Bylaws must be been given to each director at least ten (10 days prior to the meeting at which the action will take place. As you know, Article 8 of the Bylaws states that the Executive Committee acts for the full Board between meetings of the full Board. Actions of the Executive Committee shall be reported to the full Board and are subject to review and approval of the full Board. Accordingly, we recommend that if the Bylaws are to be amended, it be done at a full Board meeting in light of the language of Article 11 that the “ Board of Directors has the power to amend the Bylaws ” . If the Bylaws are to be amended by the Executive Committee, then such action should be specifically ratified at the next following meeting of the full Board.

Electronic Notice

MCL § 450.2406a of the Act provides: