BYLAWS OF THE
PIONEER ROBOTICS BOOSTERS
(a Michigan Nonprofit Corporation)
Adopted October 27, 2024
ARTICLE I: NAME AND PURPOSE
1.01 The name of the Corporation is the Pioneer Robotics Boosters.
1.02 The Corporation is organized as a Michigan nonprofit corporation and shall be operated exclusively for purposes described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The purposes for which the Corporation is operated are:
(i) to develop, support, and promote hands-on, project-based educational experiences for students through the robotics programs such as the FIRST Robotics Competition at Pioneer High School in Ann Arbor, Michigan ; and
(ii) to benefit the wider community of K-12 students in the Ann Arbor region through educational outreach based on robotics ; and
(iii) to perform fund raising activities to provide the funding and resources needed for the activities, materials, supplies, services, transportation, and other necessities required to support these educational programs.
ARTICLE II: MEMBERSHIP AND VOTING
2.01 The Corporation’s membership (hereafter, “Active Member(s)”) will be made up of Regular Members and Community Members.
2.02 A “Regular Member” is defined as one person selected by each student upon the student’s completion of annual registration in the Pioneer Robotics program. If the student is over 18 years of age, they will select themself. Otherwise, the Regular Member selected must be at least 18 years of age and be one of the student’s parents or legal guardians. This Regular Member will become an Active Member for a period beginning no earlier than the student’s completion of annual registration in the Pioneer Robotics program in the current school year and ending no later than the day prior to the start of the subsequent school year. If two (2) or more registered students select the same parent or legal guardian that Regular Member will have one vote for each student. A Regular Member may resign or may be removed as a Regular Member by a two-thirds (2/3) vote of the entire Board of Directors of the Corporation and upon removal may not become a Regular Member again during the current school year without prior a two-thirds (2/3) vote of the entire Board of Directors of the Corporation. If a Regular Member representing a student under 18 years of age is removed then the student may select another parent or legal guardian.
2.03 A “Community Member” is defined as a person who is at least 18 years of age and interested in furthering the goals of the Corporation and the Pioneer Robotics program and that has been selected in writing by a Director to be an Active Member for a period beginning no earlier than the first day of the current school year and ending no later than the day prior to the start of the subsequent school year. Each Director may appoint up to two Community Members per school year to join the set of Active Members.
2.04 Active Members may vote on any matter brought before the membership.
2.05 Only Active Members may be elected to the Board of Directors or appointed as Officers of the Corporation.
2.06 Each Active Member is entitled to one vote on each matter submitted to a vote of the membership, unless otherwise provided in the Articles of Incorporation.
2.07 Votes may be cast orally or in writing, including through an electronic voting process. The electronic voting process must be completed in under seven (7) days.
2.08 When an action, other than the election of Directors or the amendment of these Bylaws, is to be taken by a vote of the Active Members, it shall be authorized by a majority of the votes cast, unless a greater vote is required by the Articles of Incorporation or by Michigan law.
2.09 Unless otherwise provided by the Articles of Incorporation, abstaining from a vote or submitting a ballot marked “abstain” with respect to any action is not a vote cast on that action.
2.10 Directors shall be elected by a plurality of the votes cast by Active Members at any properly conducted election.
ARTICLE III: DIRECTORS
3.01 The business and affairs of the Corporation shall be managed by a Board of Directors.
3.02 The power of the Board of Directors to interpret the Bylaws shall be absolute.
3.03 The Board of Directors shall consist of at least five (5) people, and no more than nine (9), elected by the Active Members.
3.04 The term of office for each Director shall begin no earlier than the first day of the current school year and shall end no later than the day prior to the first day of the subsequent school year or until their successor is duly elected or appointed. Directors shall be limited to serving six (6) terms.
3.05 Nominations to the Board of Directors may be made by any Active Member. Pursuant to MCL 450.2404(1)(a), notice of the time, place (if any), and purposes of the Annual Membership Meeting along with the names of candidates nominated for the Board of Directors will be given personally, by mail, or by electronic transmission in writing with the Active Members not less than 10 or more than 60 days before the date of the Annual Membership Meeting.
3.06 A Director may resign by written notice to the Corporation. The resignation is effective on its receipt by the Corporation or at a subsequent time as set forth in the notice of resignation.
3.07 The Board of Directors may by a majority vote appoint any Active Member to fill any Board of Directors vacancy resulting from death, removal, resignation, or otherwise, and the appointee shall hold office at the pleasure of the Board of Directors until the next duly conducted election of Directors.
3.08 The Board of Directors may nominate and select one or more student representative(s) and one or more Pioneer High School faculty representative(s) to act as liaisons between the Pioneer Robotics students, the Pioneer High School faculty, and the Corporation. These student and faculty representatives shall serve the Board in an advisory capacity and are not entitled to a vote on matters before the Board.
3.09 The Board of Directors shall hold regular Board of Directors Meetings, at least quarterly, at such times and places as they shall determine. Additional Board of Directors Meetings may be scheduled upon two (2) weeks notice by the President or any two (2) Directors.
3.10 Notice of any Board of Directors Meetings shall be given to each Director in writing at least seven (7) days prior to the meeting. A Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
3.11 A quorum of the Board of Directors shall be a majority of the Directors.
3.12 Board of Directors Meetings may be held in person, telephonically, by other means of remote communication, or by any combination thereof. Any Director’s participation and attendance in the meeting is equivalent whether in person, telephonically, or via other means of remote communication.
3.13 Except as otherwise required by Michigan law, the Corporation’s Articles of Incorporation, or these Bylaws, a majority vote of all Directors present at a meeting of the Board of Directors shall be necessary to authorize any action proposed at said meeting.
3.14 Board of Directors Meetings shall be chaired by the President or, in the event that the President is unable to attend the Board of Directors Meeting, by the Secretary. All Board of Directors Meetings shall be closed.
3.15 The Board of Directors shall keep a record of its Board of Directors Meetings and this record shall be available for inspection by the Active Members upon written request.
3.16 The Directors shall serve without compensation, except that they may be allowed and paid their actual and necessary expenses incurred in attending the Board of Directors Meetings and carrying out the business of the Corporation. Any payments to Directors shall be approved in advance in accordance with this Corporation's Conflict of Interest Policy, as set forth in these Bylaws.
ARTICLE IV: OFFICERS
4.01 The Board of Directors shall by a two-thirds (2/3) vote appoint three Officers: President, Secretary, and Treasurer. All Officers shall be selected from members of the Board of Directors. No Officer may hold more than one position.
4.02 The term of office for each Officer shall begin no earlier than the first day of the current school year and shall end no later than the day prior to the first day of the subsequent school year and Officers shall be limited to serving six (6) terms in any combination of positions.
4.03 An Officer may resign by written notice to the Board of Directors. The resignation is effective on its receipt by the Board of Directors or at a subsequent time as set forth in the notice of resignation. An Officer may be removed from their position with or without cause by a two-thirds (2/3) vote of the Board of Directors. The appointment of an Officer does not of itself create contract rights.
4.04 The Board of Directors may fill any vacancy in any Officer position occurring for any reason.
4.05 All Officers of the Corporation shall have the authority and perform the duties to conduct and manage the business and affairs of the Corporation that may be designated by the Board of Directors and these Bylaws.
4.06 The Officers shall serve without compensation, except that they may be allowed and paid their actual and necessary expenses incurred in carrying out the business of the Corporation. Any payments to Officers shall be approved in advance in accordance with this Corporation's Conflict of Interest Policy, as set forth in these Bylaws.
ARTICLE V: DUTIES OF OFFICERS
5.01 The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. They shall perform all duties incident to their Office and such other duties as may be required by law, by the Articles of incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside over all meetings of the membership and Board of Directors Meetings at which they are present. Except as otherwise expressly provided by law, by the Articles of incorporation, or by these Bylaws, the President shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
5.02 The Secretary shall:
(i) Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date.
(ii) Keep a book of minutes of all Board of Directors Meetings and meetings of the membership, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
(iii) Ensure that the minutes of meetings of the Corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this Corporation. "Contemporaneously" in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this Corporation by the next meeting of the Board or membership.
(iv) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(v) Be custodian of the records and of the seal of the Corporation, if any, and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws.
(vi) Exhibit at all reasonable times to any Director, or to their Agent or Attorney, on request therefore, the Bylaws and the minutes of the proceedings of the Directors of the Corporation.
(vii) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of incorporation of this Corporation, or by these Bylaws, or which may be assigned to them from time to time by the Board of Directors.
5.03 The Treasurer of the Corporation shall keep and maintain in written form adequate and correct books and records of account of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits, and Funds," the Treasurer shall:
(i) Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
(ii) Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
(iii) Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(iv) Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(v) Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to their Agent or Attorney, upon request.
(vi) Render to the President and Directors, whenever requested, an account of any or all of their transactions as Treasurer and of the financial condition of the Corporation.
(vii) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
(viii) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the articles of incorporation of the Corporation, or by these Bylaws, or which may be assigned to them from time to time by the Board of Directors.
ARTICLE VI: ANNUAL AND SPECIAL MEMBERSHIP MEETINGS
6.01 The Annual Membership Meeting of the Corporation shall be held for the purpose of electing Directors and to conduct other business properly brought before the meeting, at such other time and place selected and with proper notice given to Active Members by the Board of Directors. No more than 13 months shall elapse between Annual Membership Meetings.
6.02 At each Annual Membership Meeting the President shall make a report and the Treasurer shall present a report of the financial condition of the Corporation.
6.03 Special Membership Meetings may be called by the Board of Directors or by the written request of ten (10) Active Members. The request shall state the purpose(s) for which the special meeting is to be called. Special Membership Meetings shall be held at a time and place designated by the Board of Directors and shall be held within four (4) weeks of a proper request.
6.04 Notice of each Special Membership Meeting shall be given in writing to each Active Member at least ten (10) days prior to the date of the meeting. The Special Membership Meeting(s) shall be confined to the specific purpose(s) stated in the notice.
ARTICLE VII: NOTICES
7.01 All notices of meetings required to be given to membership or Directors may be given personally or by mail or by electronic transmission to any Active Member or Director at their last address as it appears on the books of the Corporation. The notice shall be deemed to be given at the time it is mailed or otherwise dispatched or, if given by electronic transmission, when electronically transmitted to the person entitled to the notice.
ARTICLE VIII: CONFLICT OF INTEREST
8.01 Any possible conflict of interest with respect to any issue on the part of any Director shall be disclosed to the other Directors prior to any discussion or action by the Board where the issue could become a matter of action. Disclosure may be made verbally to all Directors or by way of an annual report of affiliations. A conflict of interest shall be made a matter of record.
8.02 Any Director who has a possible conflict of interest with respect to any matter shall neither vote nor exercise any personal influence in the disposition of such matter. The minutes of the meeting shall reflect the disclosure and the Director’s abstention from participation.
8.03 Although a Director with any possible conflict of interest shall not vote or exercise personal influence in the disposition of such a matter, the Director shall report fully all pertinent knowledge about the matter and answer freely why a proposed decision or transaction could, or would not, be in the best interest of the Corporation.
8.04 The President may circulate to all Directors such questionnaires and other forms as may be necessary to further the policy of this section.
ARTICLE IX: EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
9.01 The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer or agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
9.02 Checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and approved by the President or other member of the Board of Directors authorized by the Board except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law. Checks, cash, credit card, or debit card withdrawals designated for routine expenditures or those approved by the Board of Directors may be made by the Treasurer, President, or other authorized Directors.
9.03 All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
9.04 The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation.
9.05 At the beginning of each school year, the Board of Directors will establish a maximum pre-approved spending threshold which does not require further approval of the Board of Directors. Requested single or aggregate transaction(s) expenditures that exceed this threshold must be formally requested and approved by at least two (2) Directors, not including the requester.
ARTICLE X: CORPORATE RECORDS, REPORTS, AND SEAL
10.01 The Corporation must keep adequate and correct records of account and minutes of the proceedings of the Board of Directors and committees of the Board of Directors. The Corporation must also keep the minutes in written form. Other books and records will be kept in either written form or in any other form capable of being converted into written form.
10.02 The Board of Directors may adopt a corporate seal. The Secretary of the Corporation will maintain custody of the Seal and affix it in all appropriate cases to all corporate documents. However, the failure to affix the Seal does not affect the validity of any instrument.
10.03 The fiscal year of the Corporation shall end on August 31st of each year.
ARTICLE XI: LIABILITY
11.01 The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
11.02 The Corporation assumes the liability for all acts or omissions of a volunteer if all the following conditions are met:
(i) The volunteer was acting, or reasonably believed they were acting, within the scope of their authority toward the purposes of the Corporation.
(ii) The volunteer was acting in good faith.
(iii) The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.
(iv) The volunteer’s conduct was not an intentional tort.
(v) The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed under section 3135 of the Insurance Code of 1956, 1956 PA 218, MCL 500.3135.
ARTICLE XII: PARLIAMENTARY AUTHORITY
12.01 The rules contained in the current edition of Robert’s Rules of Order Newly Revised will govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Corporation or the Board of Directors may adopt.
ARTICLE XIII: AMENDMENTS
13.01 The Bylaws of the Corporation may be amended, altered, or repealed, in whole or in part, by the Board of Directors at any meeting duly held in accordance with these Bylaws, provided that notice of a shareholders meeting at which an amendment to these Bylaws is to be acted on shall include notice of the proposed amendment, alteration, or repeal.
13.02 These Bylaws may be amended at any Annual or Special Membership Meeting of the Corporation by a vote of two-thirds (2/3) of the Active Members present provided that the amendment has been submitted in writing by at least the previous Annual or Special Membership Meeting.