CONSTITUTION OF LATVIAN CENTER GAREZERS, INC.
A Michigan Corporation
(As last amended May 12, 2012)
The name of this corporation is Latvian Center Garezers, Inc.
The purpose of this Corporation is to conduct educational, cultural, charitable, religious, and social activities; to further the physical, mental, and spiritual welfare of its members; and to advocate and teach reverence of God, and respect for one’s fellow-man.
For the furtherance of this purpose, the Corporation shall acquire, erect, establish, and operate a center in the State of Michigan, for the convenience and use by its members, and shall engage in all business incidental to and essential for such erection, operation, and maintenance, and do any and all things which are lawful for a Non-Profit Corporation under the Laws of the State of Michigan. The Corporation shall be empowered to own, purchase, or otherwise acquire, and to sell, convey, mortgage, manage, and otherwise dispose of real and personal property.
The Corporation shall not be conducted for pecuniary gain of profit for its members or shareholders, and no distribution of dividends or profits of the Corporation among its members or shareholders shall be made.
Section 1. Membership in this corporation shall be restricted to Christian churches, and non-profit organizations and associations whose members are principally of Latvian origin or descent.
Section 2. No church, organization, or association shall be eligible for membership unless it is an owner of one or more shares of stock in this Corporation.
Section 3. Any church, organization, or association, which qualifies as a member under Section 1 and Section 2 of this Article, may be elected to membership of this Corporation by a majority vote of members present at any annual or special meeting thereof.
Section 4. Any member may be removed from membership by a vote of seventy-five (75%) percent of the shares entitled to vote at any annual meeting, or any special meeting of the members called for the purpose, for conduct deemed prejudicial of this Corporation; provided, however, that such member shall have first been served with written notice of the accusations against him, and shall have been given an opportunity to produce his witnesses, if any, and be heard, at the meeting on which such vote is taken. Upon such removal from membership, the Corporation shall purchase stock held by the expelled member at the par value thereof, payment for which shall be made within ninety (90) days from the removal, upon surrender of the stock certificate, duly endorsed by the removed member.
Section 1. Place of meeting. Any or all meetings of the members, and of the Board of Directors of this Corporation, may be held within or without the State of Michigan, provided that no meeting shall be held at a place other than the registered office in Michigan, except pursuant to by-law of resolution adopted by the Board of Directors.
Section 2. Annual meeting of members. Commencing in the year 1971, the annual meeting of the members shall be held on the first Saturday of May in each year. At such meeting, there shall be elected by ballot of members a Board of Directors, in accordance with the requirements of this Constitution. The members may also transact such other business of the Corporation as shall properly come before them.
Section 3. Notice of annual meeting of members. At least thirty (30) days prior to the date fixed by Section 2 of this Article, for the holding of the annual meeting of members, written notice of the time, place, and purpose of such meeting shall be mailed, together with a financial statement for the prior year, certified by a Certified Public Accountant, and a report by the Auditing Committee; to each member of record entitled to vote at such meeting, at the address as it appears on the membership book of the Corporation.
Section 4. Delayed annual meeting. If, for any reason, the annual meeting of the members shall not be held on the day hereinbefore designated, such meeting shall be called and held at a time fixed by the Board of Directors, provided, however, that all of the provisions of Sections 1, 2, 3, and 5 of this Article IV. shall apply to the annual meeting.
Section 5. Order of business at annual meeting. The order of business at the annual meeting of the members shall be as follows:
a) The Chairman of the Board of Directors shall open the meeting and appoint three (3) tellers to ascertain whether a quorum is present, in person and by proxies.
b) Election of a presiding Officer, who shall act as Chairman of the meeting.
c) Reading and filing Notice of the Meeting and Proof of Service.
d) Reading of minutes of last preceding meeting, and vote of the approval thereof.
e) Report of President.
f) Report of Secretary.
g) Report of Treasurer.
h) Report of Auditing Committee.
i) Approval of budget for the following year.
j) Election of Directors.
k) Election of Auditing Committee.
l) Transaction of other business mentioned in the Notice.
m) New business.
Section 6. Special meeting of members. A special meeting of the members may be called by the Chairman of the Board of Directors, by the President, by a majority of the Board of Directors, or by written request of a member or members owning ten (10%) percent of the outstanding shares of stock of the Corporation. The method by which such a meeting may be called is as follows:
Upon receipt of a specification in writing, setting forth the date and object of such proposed special meeting, signed by the Chairman of the Board, by the President, by a majority of the Board of Directors, or by the member or members owning ten (10%) percent of the outstanding shares of stock of the Corporation, the Secretary or an Assistant Secretary shall prepare, sign, and mail the notices requisite to such meeting.
The order of business at a special meeting shall be determined by the Chairman of the Board of Directors, who shall preside at such meeting.
Section 7. Notice of special meeting of members. At least thirty (30) days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place, and purposes of such meeting shall be mailed as hereinafter provided, to each member entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting.
Section 8. Organization meeting of Board. At the place of holding the annual meeting of members, and immediately following the same, the Board of Directors, as constituted upon final adjournment of such annual meeting, shall convene for the purpose of electing a Chairman of the Board of Directors, who shall preside at all meetings of the Board, and the election of officers, and the transaction of any other business properly brought before it; provided, however, that the organization meeting in any year may be held at a different time and place than that herein provided, by consent of a majority of the Directors of such new Board. The new Board of Directors will begin activity at the first Board meeting after September 1. The existing Board of Directors will be in place until that time.
Section 9. Regular meetings of Board. Regular meetings of the Board of Directors shall be held not less frequently than once quarter-annually, at such time and place as the Board of Directors shall from time to time determine. No notice of regular meetings of the Board shall be required.
Section 10. Special meetings of Board. Special meetings of the Board of Directors may be called by the chairman of the Board of Directors, by the President, or by written request of three (3) members of the Board, at any time, by means of such written notice by mail, of the time, place and purpose thereof, to each Director, as the President in his discretion shall deem sufficient, but action taken at any such meeting shall not be invalidated for want of notice, if such notice shall be waived as hereinafter provided.
Section 11. Notices and mailings. All notices required to be given by any provision of these by-laws shall state the authority pursuant to which they are issued (as, by order of the President, or by order of the Chairman of the Board of Directors, as the case may be) and shall bear the written, stamped, typewritten, or printed signature of the Secretary or Assistant Secretary. Every notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the sendee at his, her, or its last address appearing upon the membership record of this Corporation.
Section 12. Waiver of notice. Notice of the time, place, and purpose of any meeting of the members or of the Board of Directors, may be waived by telegram, radiogram, cablegram, or other writing, either before or after such meeting has been held.
Section 1. Quorum of members. Presence in person or by proxy of members owning a majority of the stock of this Corporation shall constitute a quorum at any meeting of the members.
Section 2. Quorum of Directors. A majority of the Directors shall constitute a quorum at any meeting of the Board of Directors.
Section 3. Adjournments. Meetings of members or of the Board of Directors, at which less than a quorum is present, may be adjourned from time to time by those who attend, without further notice of such meeting.
VOTING, ELECTIONS, AND PROXIES.
Section 1. Who entitled to vote. Each member shall be entitled to one vote for each share of stock in this Corporation owned by such member and registered in the stock book of the Corporation at least thirty (30) days prior to the meeting at which such stock is to be voted. The Board of Directors of the Corporation shall have the right to suspend the voting privilege of any member who fails to participate, either in person or by proxy, in the Corporation’s annual meeting for five (5) consecutive years. The voting privileges of such a member may be restored by the affirmative vote of a majority of all stock of the Corporation entitled to vote at any regular or special meeting of the members. Stock held by a member whose voting privileges have been suspended shall not be counted when determining the presence of a quorum under Article V. of this Constitution.
Section 2. Proxies. No proxy shall be deemed operative unless and until signed by the member and filed with the Corporation. In the absence of limitation to the contrary contained in the proxy, the same shall extend to all meetings of the members and shall remain in force three (3) years from its date, and no longer.
Section 3. Vote by shareholder corporation. Any corporation, association, or organization, owning voting shares in this Corporation, may vote upon the same by the President of such shareholder corporation, association, or organization, or by proxy appointed by him, unless some other person shall be appointed to vote upon such shares by resolution of the Board of Directors of such shareholders corporation, association, or organization.
Section 4. Each member shall have the right to give to candidates the number of votes equal to his shares multiplied by the number of Directors to be elected, or to distribute such votes on the same principle among as many candidates as he shall desire.
Section 5. Tellers. Whenever any person entitled to vote at a meeting of the members shall request the election of tellers, a majority of the members present at such meeting and entitled to vote thereat shall elect not more than three (3) tellers, who need not be members. If the right of any person to vote at such meeting shall be challenged, the tellers shall determine such right. The tellers shall receive and count the votes either upon an election or for the decision of any question, and shall determine the result. Their certificate of any vote shall be prima evidence thereof.
BOARD OF DIRECTORS
Section 1. Number and term of Directors. The business, property, and affairs of this Corporation shall be managed by a Board of Directors composed of thirteen (13) persons, who shall be members of this Corporation. Each Director shall hold office for the term for which he is elected, and until his successor is elected and qualified.
Section 2. Classification of Directors. To assure staggered Board of Directors terms, with one-third (⅓) of the Directors terms ending annually, whenever there is an increase or decrease in the number of the Board of Directors positions as provided in Section 1 of this Article VII, the terms for Directors elected at the time of such increase or decrease shall be determined as follows:
a) The total number of all Board of Directors positions shall be divided by 3, and if necessary the result rounded up to a whole number. This number of director positions shall be assigned three (3) year terms and shall be filled by those then elected Directors receiving the greatest number of votes.
b) The total number of Board of Directors positions remaining after three (3) year terms are assigned according to a) above shall be divided by 2, and if necessary the result rounded up to a whole number. This number of director positions shall be assigned two (2) year terms and be filled by the number of already serving Directors, if any, with two (2) year remaining terms and the number of remaining then elected Directors receiving the greatest number of votes as are necessary to fill such positions.
c) Any then elected Directors who are not assigned three (3) year terms according to a) above or two (2) year terms according to b) above shall be assigned a one (1) year term.
At all annual elections thereafter, and until such time as the number of the Board of Directors positions is again increased or decreased, directors shall be elected for a term of three (3) years to succeed the number of directors whose terms then expire; provided that nothing herein shall be construed to prevent the election of a Director to succeed himself.
Section 3. Vacancies. Vacancies in the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so elected to fill a vacancy shall remain a Director until his successor has been elected by the members, who may make such election at their next annual meeting or at any special meeting duly called for that purpose and held prior thereto.
Section 4. Action by unanimous written consent. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.
Section 5. Power to elect officers. The Board of Directors shall elect a President, one or more Vice-Presidents, a Secretary, and a Treasurer. No officer, except the president, need be a member of the Board, but a vice-president who is not a director, shall not succeed to not fill the office of President.
Section 6. Power to appoint other officers and agents. The Board of Directors shall have power to appoint an Executive Director and such other officers and agents as the Board may deem necessary for transaction of the business of the Corporation. The Board of Directors shall have the power to grant such Executive Director and such other officers and agents such powers and authority as the Board may deem necessary for transaction of the business of the Corporation.
Section 7. Removal of officers and agents. Any officer or agent may be removed by the Board of Directors whenever, in the judgment of the Board, the business interests of the Corporation will be served thereby.
Section 8. Power to fill vacancies. The Board shall have power to fill any vacancy in any office occurring from any reason whatsoever.
Section 9. Delegation of powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge, or verify any instrument in more than one capacity.
Section 10. Power to appoint Executive Committee. The Board of Directors shall have power to appoint by resolution an Executive Committee composed of two or more Directors who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the corporation between meetings of the Board.
Section 11. Power to require bonds. The Board of Directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his duties.
Section 12. Compensation. The compensation, if any, of directors, officers, and agents may be fixed by the Board in its discretion.
Section 13. Budget. The Board will approve a preliminary annual budget at the first Board meeting of the year.
Section 1. The financial affairs of the Corporation shall be subject to inspection of an Auditing Committee composed of three (3) members of this Corporation. Each member shall hold office for the term for which he is elected and qualified.
Section 2. At the first annual meeting of the members, the three (3) members of the Auditing Committee shall be elected, one to serve for a term of one (1) year, one for a term of two (2) years, and the third for a term of three (3) years. At all annual elections thereafter, one (1) member of the Auditing Committee shall be elected for a term of three (3) years to succeed the one member whose term then expires, provided that nothing herein shall be construed to prevent the election of a member to succeed himself.
Section 3. Vacancies in the Auditing Committee shall be filled by the Board of Directors, and shall serve until the next annual meeting.
Section 4. The Auditing Committee shall have the duty and authority at all times to inspect all financial activities and records of the Corporation. It shall annually prepare a report to be mailed to all members, pursuant to Article IV, Section 3 hereof.
Section 1. President. The President shall be selected by, and from the membership of, the Board of Directors. He shall be the chief executive officer of the Corporation. He shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be ex-officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.
Section 2. Vice-President. At least one Vice-President shall be chosen from the membership of the Board. Such Vice-Presidents as are Board members, in the order of their seniority, shall perform the duties and exercise the powers of the President during the absence or disability of the President.
Section 3. Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors, and of the Executive Committee, and shall preserve in books of the Corporation true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the Corporation and shall have authority to affix the same to all instruments where its use is required. He shall give all notices required by statute, by-law or resolution. He shall perform such other duties as may be delegated to him by the Board of Directors or by the Executive Committee.
Section 4. Treasurer. The Treasurer may grant direction and control to the Executive Director. The Treasurer shall have custody of all corporate funds and securities, and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and disbursements; he shall deposit all moneys, securities, and other valuable effects in the name of the corporation in such depositaries as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Executive Director, President and Directors at the regular meeting of the Board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the corporation, and shall keep in force a bond in form, amount, and with a surety or sureties satisfactory to the Board, conditioned for faithful performance of the duties of his office, and for restoration to the corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and property of whatever kind in his possession or under his control belonging to the corporation.
STOCK AND TRANSFERS
Section 1. Certificates for shares. Every member shall be entitled to a certificate of his shares, signed by the Chairman of the Board of Directors, President, and Secretary or Treasurer, under the seal of the Corporation, certifying the number of shares represented on such certificate.
Section 2. Any stockholder who desires to dispose of his share or shares of common stock shall first offer to sell to the Corporation at par value, by notice in writing, by registered mail, to that effect to the Board of Directors, and the Board of Directors shall have the option for ninety (90) days after receipt of such offer to buy such shares for the Corporation.
Section 3. In the event that the Corporation shall decline to buy such shares in the manner provided in Section 2 of this Article X hereof, the shareholder may transfer the same to any person who shall be eligible for membership and elected to membership, as provided in Article III of these by-laws.
Section 4. Registered shareholders. The corporation shall have the right to treat the registered holder of any share as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have express or other notice thereof.
Section 5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as the Board shall deem expedient regulating the issue, transfer, and registration of certificates for shares in this Corporation.
EXECUTION OF INSTRUMENTS
Section 1. Checks, etc. All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation, and shall be countersigned by such officers or agents as the Board of Directors shall from time to time designate for that purpose.
Section 2. Contracts, conveyances, etc. When the execution of any contract, conveyance or other instrument has been authorized without specification of the Executive Officers, the President or any Vice-President, and the Secretary or Assistant Secretary may execute the same in the name and behalf of this Corporation, and may affix the corporate seal thereto. The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this Corporation.
POWER OF BOARD TO BORROW MONEY
The Board of Directors shall have full power and authority to borrow money whenever, in the discretion of the Board, the exercise of said power is required in the general interests of this Corporation, and in such case the Board of Directors may authorize the proper officers of this Corporation to make, execute, and deliver in the name and behalf of this Corporation such notes, bonds, and other evidence of indebtedness as said Board shall deem proper. No real property owned by the Corporation shall be sold or mortgaged without the approval of two-thirds (2/3) of the shares voted at a meeting of the stockholders specially called for said purpose.
There shall be no dues or assessments of the members. All income of the Corporation shall be derived from freewill contributions and such income as may be derived from the operation of the Center.
AMENDMENT OF CONSTITUTION
This Constitution may be amended, altered, changed, added to, or repealed by the affirmative vote of two-thirds (2/3) of all stock of the Corporation entitled to vote at any regular or special meeting of the members, if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting; provided, however, that no change of the date for the annual meeting of members shall be made within thirty (30) days next before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting; provided further, however, that such notice is given at least twenty (20) days prior to the date fixed for such meeting.
This corporation may be dissolved at a special meeting of members, especially called for such purpose, by the affirmative vote of seventy-five (75%) percent of the stock of the Corporation entitled to vote at such meeting. Upon the adoption of the resolution to dissolve the Corporation, all assets, real and personal, shall be distributed to such organizations as are qualified members of the Corporation and who are also qualified as tax exempt under Section 501 (c) (3) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law, and that such distribution shall be in proportion to the shares of the Corporation owned by such members.
Section 1. No additional shares of stock of the Corporation shall be authorized or issued, other than the 8000 $25 par value Class A shares, 2600 $50 par value Class B shares and 25,000 $100 par value Class C shares now authorized by the Articles of Incorporation, without the approval of two-thirds (2/3) of the shares voted at a special meeting of the stockholders for such purpose. A statement of all or any of the designations and the powers, preferences and rights, and the qualifications, limitations or restriction thereof is as follows: Each share of stock, whether Class A, Class B, or Class C shall be entitled to one (1) vote at all meetings of the corporation.
Section 2. Shares may be transferred in exchange for any property or goods, either real or personal.
Section 3. All moneys received from the sale of shares shall be applied to the retirement of existing real estate mortgages and the construction of new facilities, infrastructure, major repairs or endowment fund.
Section 4. The Board of Directors is hereby authorized and directed to distribute two (2) Class A shares for each share of the par value of $100.00 per share held by stockholders as of record November 1, 1973.