By-Laws

ARTICLE I. – Name

Section 1.1 – Legal name
The legal name of this organization shall be the Michigan Council (“Council”).

Section 1.2 – Working name
The organization will also be recognized as the Michigan Council for Internships and Cooperative Education (MC-ICE).

ARTICLE II. – Purpose

Section 2.1 – The mission of the Council shall be to:

1. Promote the advancement of cooperative education and internships within the State of Michigan
2. Partner with Michigan business and industry, education, labor, state government, and professional organizations
3. Educate employers, educators, students, parents, and government officials of the academic, career development, and economic benefits of cooperative education and internships
4. Advocate the benefits of cooperative education and internships for employers, educational institutions, students, and state government

Section 2.2 – The Council actively promotes and encourages participation in cooperative education and internships for all individuals.

Section 2.3 – The Council is committed to the principle of equal opportunity for all individuals in the application to, participation in, and administration of this Council.

ARTICLE III. – Membership

Section 3.1 – Organizational

1. Council memberships are organization-based with organizations defined as colleges, universities, employers, and government agencies.
2. Organizations with multiple divisions/locations are encouraged to purchase separate memberships for each division/location. However, a collective membership will be allowed, subject to approval by the Council’s governing body.
3. The membership fee structure will be set by the Council’s governing body and will be subject to yearly review.

Section 3.2 – Each organization may appoint a number of active members to the Council’s general membership, in accordance with the organizational membership fee structure. However, each organization will receive only one vote.

Section 3.3 – Associate/Affiliate Memberships

1. Individuals who support the mission of the Council may join as associate members.
2. Individuals from other organizations that promote cooperative education and internship opportunities (e.g. Automation Alley) may join as affiliate members.
3. Neither associate nor affiliate members will have voting privileges.
4. Fees for both associate and affiliate members will be set by the Council’s governing body and subject to annual review.

ARTICLE IV. - Board of Trustees

Section 4.1 –The Council’s governing body shall be known as the Board of Trustees (“Board”) and will be composed of a minimum of thirteen organizational members and a maximum of twenty-four organizational members.

Section 4.2 – Diversity of the Board

1. The Council will actively promote diversity on the Board. This diversity should consider geographic representation and School/Employer representation. Representation of both two-and-four-year colleges and universities and from small, medium, and large employers will be strongly encouraged and promoted.
2. To encourage a diversity of perspectives, the Board will also seek to include the Midwest Cooperative Education and Internship Association (MCEIA) State Director, a representative from the state Department of Education, and an individual to represent high school cooperative education and internship opportunities as non-voting members of the Board.

Section 4.3 – Responsibilities of the Board
The Board shall transact all business of the Council except as prescribed otherwise in the Bylaws.

Section 4.4 – Election of Board members
Elections for all representatives to the Board will be conducted by mail.

1. A "Call for Nominations" seeking organizations to indicate their willingness to serve on the Board will be sent out to all organizational members in early May.
2. Five board positions will be designated for employer representation.
3. Board positions will be designated to represent each region; at least one per region.
4. Based on responses received, "unofficial/informational" ballots will be mailed to all Council members in each organization and one "official organizational ballot" to one representative in that organization. All members from that organization will be notified as to who has the "official ballot". Mailing will be sent and will be due prior to the annual meeting.
5. There will be only one vote per organization.
6. The election results will be announced at the Annual Meeting. At that time, any designated positions that remain unfilled will be open to all organizational members. Any remaining vacancies will be filled by Board action after the Annual Meeting.

Section 4.5 – Resignations
Board members may submit resignations to the President with a copy also sent to the Recording Secretary.

Section 4.6 – Removal of Representatives/Board Member

1. Any organizational representative may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board at a duly constituted Board meeting. Upon such removal, a letter will be written to the organization for a replacement nominee.
2. Any Organization on the Board may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board at a duly constituted Board meeting.

Section 4.7 – Vacancies
Any vacancy in the Board may be filled by a majority vote of the Board. The newly elected member shall serve for the remainder of the term and will be asked to supply a representative to the Board.

Section 4.8 – MCEIA State Director

1. The MCEIA State Director is appointed to serve as a member of the Board by virtue of the position. The State Director is to serve as a liaison between the Council and MCEIA.
2. The MCEIA State Director shall not have voting privileges on the Board, nor shall they hold executive office. If the State Director also serves as an organization representative, they shall receive voting privileges as said representative.
3. The Board and MCEIA Michigan State Director shall coordinate efforts and take on separate objectives and committees that foster their respective organization’s cooperative education and internship goals without duplicating cooperative education and internship efforts in Michigan.

ARTICLE V. – Officers

Section 5.1 – Board Officers
The officers (“Officers”) of this Board shall consist of the following: President, President-Elect, Recording Secretary, Corresponding Secretary, Treasurer, and Immediate Past President. Together, they will form the Executive Committee of the Council.

Section 5.2 – Method of Selection

1. The offices of President-Elect, Recording Secretary, Corresponding Secretary, and Treasurer shall be elected by a vote of the Board at an organizational Board meeting to be held following the adjournment of the Annual Meeting.
2. Once the election of a President-Elect is completed, the presiding President-Elect assumes the role of President and the presiding President assumes the role of Immediate Past President.

1. If the President-Elect’s organization fails to renew membership to the Council, a new President-Elect will be elected by the Board.

Section 5.3 – Duties

1. The President
   1. The President will convene a meeting of the Board at a minimum of once per quarter.
   2. The President will plan and chair the meetings of the Board and the Executive Committee.
   3. The President will guide the work of the various Committees, by serving as an ex-officio member on all Council Committees.
   4. The President shall also perform such duties as from time to time may be assigned by the Board.
2. The President-Elect
   1. The President-Elect will assist the President in the planning of Board meetings and Executive Committee meetings and will serve as chair in the President’s absence at any Board or Committee meetings.
   2. In the temporary absence of the President, the President-Elect shall act in the President’s stead. The President-Elect shall also perform such duties as from time to time may be assigned by the President or the Board.
3. Recording Secretary
   1. The Recording Secretary is responsible for taking minutes of all Executive Committee meetings, as well as, annual, Board, and special meetings.
   2. The Recording Secretary distributes minutes and maintains a permanent historical file of the minutes.
   3. The Recording Secretary shall also perform such duties as from time to time may be assigned by the President or the Board.
4. Corresponding Secretary
   1. The Board will determine, on an annual basis, the structure of the office of Corresponding Secretary based on the planned goals, agenda, scope, and resources of the Council.
   2. The Corresponding Secretary is responsible for maintaining an inventory of promotional materials and office supplies.
   3. Whenever appropriate, the Corresponding Secretary should request in-kind contributions for services, telephone, printing, postage, mailings, etc., from member organizations.
   4. The Corresponding Secretary shall also perform such duties as from time to time may be assigned by the President or the Board.
5. Treasurer
   1. The Treasurer shall be responsible for the financial affairs of the Board and the Council.
   2. The Treasurer shall also perform such duties as from time to time may be assigned by the President or the Board.
6. Immediate Past President
   1. The Immediate Past President shall be the President who most recently served as President for a period exceeding six months prior to the election of the current President.
   2. The Immediate Past President shall also perform such duties as from time to time may be assigned by the President or the Board.

Section 5.4 – Removal of officers
Any Officer of the Board may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board at a duly constituted Board meeting.

Section 5.5 – Method of filling vacancies

1. In the case of the permanent disability, removal, or resignation of the President, the President-Elect shall become President and shall serve in that capacity for the remainder of the term.
2. In the case of the permanent disability, removal, or resignation of any other Officers, the President shall appoint the successor. This appointment will be subject to confirmation by the full Board at the next regularly scheduled meeting. Confirmation shall be obtained with an affirmative vote of the majority of Board members. The newly elected Officer shall serve for the remainder of the term.

ARTICLE VI. – Committees

Section 6.1 – Generally

1. The Board shall establish and maintain five standing committees: Executive, College-Employer Relations, Awards and Recognition, Membership, and Marketing
2. The composition of all committees, with the exception of the Executive Committee, shall be determined by the President, upon approval of the Board and subject to yearly review. The chairpersons of these committees shall report to the Board on a regular basis.
3. Other committees shall be created as the Board deems necessary. The chairpersons and members of these committees shall be appointed by the President, upon approval of the Board
4. The role and function of each committee shall be determined by the Board and subject to an annual review.

Section 6.2 – Executive Committee
As previously stated, the Executive Committee of the Board shall consist of the following: President, President-Elect, Recording Secretary, Corresponding Secretary, Treasurer, and Immediate Past President. The Executive Committee shall exercise the powers of the Board which the Board delegates when the Board is not is session. The minutes of all Executive Committee meetings shall be distributed to all Board members in a timely fashion. The Executive Committee shall act under the authority of the Board and shall report to the Board on a regular basis. The President shall preside over meetings of the Executive Committee.

1. The Executive Committee will be responsible for producing an annual report demonstrating how the purpose, goals, and objectives of the Council have been achieved during the past year. This report will also contain a financial accounting for Council income and expenses. It must be presented for review by the Board prior to the annual meeting. It will be presented by the President and President-Elect to the membership at the annual meeting.

Section 6.3 – College-Employer Relations
The College-Employer Relations Committee shall be responsible for seeking methods for improved working relations and information exchanges between educators and employers. It will provide counsel to the Board and Council regarding employer/educator issues. It will work with the Membership Committee to maintain a balance between employer and school members. It will also provide development opportunities for employer and school members.

Section 6.4 – Awards and Recognition
The Awards and Recognition Committee shall be responsible for the implementation and coordination of the Council’s award programs. It will prepare materials for each award including criteria and guidelines. As required, it will distribute collected materials for review. It will also make the required arrangements for the distribution and presentation of awards.

Section 6.5 – Membership
The Membership Committee shall be responsible for the maintenance and distribution of membership records. With the College-Employer Relations Committee, it will also serve as a liaison for Employer and Educational Institution membership information, including dues. It will also work to maintain a proper balance of involvement among schools and employers, as well as government agencies.

Section 6.6 – Marketing
The Marketing Committee shall be responsible for maintaining a high level of awareness regarding the Council, its board, and cooperative education and internships in general. It will be responsible for identifying opportunities for the promotion of the Council and its mission. It will also be responsible for creating and maintaining promotional materials.

ARTICLE VII. – Meetings

Section 7.1 – Establishment of Calendar and Annual Meeting

1. The calendar year for the Board is established from July first to June thirty of each calendar year. The first meeting of the Board shall be held during the period of July first to August thirty-first.
2. The annual meeting is to take place as the last meeting of each calendar year and shall be held during the period of May first and June thirty.
3. The meeting schedule for the Board shall be set at the first meeting. Special meetings may be called under these bylaws.

Section 7.2 – Annual Meeting
There will be an annual meeting open to all representatives from Council member organizations, as well as affiliate and associate members.

1. This meeting may be in conjunction with another meeting, training program, organization, or function as deemed appropriate by the Board.

Section 7.2 – Board and Committee meetings

1. Meetings of the Board shall be held at such times and places as the Board may designate and shall be open to all members of the Council.
2. Meetings of any committee of the Board shall be held at such times and places as the Committee Chairperson may designate and shall be open to all members of the Council.
3. A Council member in good standing may request the President to place on the agenda of the next regular meeting any action taken by the Board.

Section 7.3 – Special Meetings
Special meetings of the Board, or the entire Council, may be called by the Corresponding Secretary at the request of the President or one of the Board members.

Section 7.4 – Quorum

1. A simple majority of the total Board members shall constitute a quorum for the transaction of business at any Board meeting. The act of a majority of the board members present at any meeting at which there is a quorum shall be the act of the Board.
2. Participation in Board meetings, including the right to vote, shall be allowed to those attending the meeting in person, or being available for the meeting using other means (phone, Internet, etc.)
3. The withdrawal from a meeting of any member after the commencement of the meeting shall have no effect on the existence of a quorum after a quorum has been established at such meeting. Whether or not a quorum is present, the meeting may be adjourned by a vote of the Board members present.

ARTICLE VIII. - Parliamentary Authority

The rules contained in Robert’s Rules of Order shall govern the society in all cases to which they are applicable, and in which they are not inconsistent with the bylaws of this organization, or the Articles of Incorporation, as filed with the State of Michigan.

ARTICLE IX. - Amendments to Bylaws

These bylaws may be amended by an affirmative vote of two-thirds of the Board, and shall take effect immediately upon their adoption. Notice of proposed amendments to these bylaws must be submitted in writing at the previous regular meeting of the Board.

ARTICLE X. – Dissolution

Section 10.1 -- The Board may dissolve the Council by a two-thirds affirmative vote. Notice of proposed dissolution of the Council must be given at the previous regular meeting of the Board.

Section 10.2 – Upon dissolution of the Council, any assets shall be distributed in accordance with the Council’s Articles of Incorporation, as filed with the State of Michigan.

Revised on November 1, 2006 by D. Donakowski