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By Laws

BYLAWS WEST MICHIGAN ENVIRONMENTAL ACTION COUNCIL BUSINESS FORUM ON SUSTAINABLE DEVELOPMENT July 11, 1995, last amended June 10, 2003

ARTICLE I - ORGANIZATION

A. Name of Organization - The name of this organization shall be the West Michigan Environmental Action Council Sustainable Business Forum. The full name may be shortened and also known as the Sustainable Business Forum.

B. Relationship to WMEAC - The organization is a not-for-profit subsidiary of the West Michigan Environmental Action Council, subject to the rules and regulations of an educational organization prescribed in the U.S. Internal Revenue Code Section 501 C(3).

C. Meeting Rules - The board of directors and the organization as a whole will vote on all matters using a simple majority of those present. A quorum will be deemed present when 50 percent of eligible board members are in attendance. The board will develop additional rules as needed to conduct the organization’s business.

ARTICLE II - PURPOSE

A. Mission Statement of the Sustainable Business Forum is:

The West Michigan Sustainable Business Forum exists to promote sound business practices that sustain the environment.

B. Guiding Principles of the Sustainable Business Forum - Member companies will promote business practices that sustain our environment.

As stewards in our community we will:

• Promote sustainability as business practices that encompass the environment, economy and social responsibility.
• Strive to surpass conformance to environmental regulations using compliance as the minimum standard.
• Follow the waste hierarchy of eliminate, reduce, reuse, recycle, compost, incinerate, and landfill.
• Develop awareness programs and practices, and implement technologies that safeguard and preserve the environment
• Identify the environmental impacts of facilities and materials used in our products, processes and services in order to minimize environmental impact.
• Encourage environmental organizations, businesses and governmental agencies to cooperate on common issues.
• Create opportunities to expand the Forum’s concept into a national network of sustainable business forums.

ARTICLE III - GENERAL MEMBERS

A. Eligibility - Any company conducting business in West Michigan that subscribes to the Mission Statement and Guiding Principles is eligible to apply for membership. Each member company will have one vote on matters before the organization. Member companies shall designate a representative and the representative may designate a proxy to vote in their absence.

B. Associate members - Upon adoption of the Mission and Guiding Principles of the West Michigan Sustainable Business Forum and payment of dues, governments, departments of governments and nonprofit agencies may join the Forum as associate members. Associate members shall be entitled to all the rights of business members except that they may not vote in elections of the Board, serve on the Board or serve as officers of the organization.

C. Dues and Term of Membership - Annual dues for members and associate members will be established from time to time by the Board. Annual dues will be due January 1 or at the time of application for a new member. For members who join after July 1, payment of the annual dues upon application shall satisfy the dues requirement for the balance of the year and for the following calendar year.

D. Termination of Membership - The Board may terminate membership for any reason upon an affirmative vote of 3/4 of the full board.

ARTICLE IV - MEETINGS

A. Annual Meeting - An annual meeting will be held each April. All elections will be held at the Annual Meeting. The Board may elect to hold an annual conference at the same time.

B. Special Meetings - Special meetings of the Sustainable Business Forum may be called at any time by the Board of Directors, the President or upon written request of 10 percent of eligible members. Special Meetings are open only to members in good standing.

C. Attendance - Non-members may be invited to attend the annual conference or other special events hosted by the Sustainable Business Forum.

D. Notice of Meetings - Notice of meetings shall be sent to the last known address of each representative at least 7 days before the date of the meeting.

ARTICLE V - BOARD OF DIRECTORS

A. Board of Directors - A Board of Directors consisting of eleven members shall be elected to represent the Sustainable Business Forum. The Executive Director of The West Michigan Environmental Action Council, or his or her designee shall serve as a director of the board by virtue of office. The Board of Directors shall have supervision, control and direction of the affairs of the Sustainable Business Forum. The Board, in its discretion will adopt such rules and regulations for the conduct of its business subject to provisions of the Law and these Bylaws.

B. Term of Office - The term of office will be two years.

C. Qualification - All elected members of the Board of Directors must represent a voting membership in the Sustainable Business Forum.

D. Attendance – All Directors are expected to attend at least 50% of all regular and special board meetings of the Forum during their term of office, and shall be asked to resign if this attendance requirement is not met. If resignation occurs, the Board will appoint a replacement to fill the remainder of the term.

E. Vacancies – The Board has the authority to appoint a replacement to fill any vacancy for the remainder of the term.

ARTICLE VI - OFFICERS

A. Election of Officers: The Board of Directors shall elect the following officers at its annual meeting: President and Vice President.

B. President - The President will serve as Chair of the Board of Directors and will Chair the Annual Meeting. The President shall communicate to members about matters and make suggestions as may promote the welfare and increase the usefulness of the organization. The President shall perform other duties as are necessarily incident to the office of the President or as may be prescribed by the Board of Directors, and with full authority, describe and assign duties of the Vice-President.

C. Vice-President - Duties shall be designated by the President. The Vice-President shall perform the duties of the President in the event of the President’s inability to serve.

D. Secretary /Treasurer - This combined role will be performed by the Executive Director of the West Michigan Environmental Action Council, or his or her designee. The Secretary/Treasurer is responsible for notices and minutes of all Board of Directors meetings, and the collection of member dues, fees and proper accounting procedures for the handling of funds. The Secretary/Treasurer shall report on the financial condition at all meetings of the Board and at other times as directed by the President.

ARTICLE VII - COMMITTEES

A. Committees - The President or the Board of Directors may form a committee to pursue the business of the organization. The Board of Directors has sole discretion to dissolve a previously established committee. Committees will consist of eligible members. The following Committees will be established at a minimum: Membership Committee, Technical Committee, and Communications Committee.

B. Membership Committee - The Membership Committee is responsible for developing membership campaigns, reviewing, approving or rejecting all applications for membership.

C. Technical Committee - The Technical Committee will be responsible for recommending to the President or the Board technical issues of interest to the organization.

D. Communications Committee - The Communications Committee is responsible for creating outreach programs with members, the general business community, and other audiences important to the Mission and Guiding Principles of the organization.

ARTICLE VIII - DISSOLUTION

A. Procedure - The Sustainable Business Forum shall be dissolved upon a 3/4 majority vote of the General Members.

B. Distribution of Assists - Upon dissolution, assets of the organization shall be distributed equally to the member organizations who will have the option of donating their portion to the West Michigan Environmental Action Council.