Articles of Incorporation & Bylaws
Articles of Incorporation
The name of this corporation is the Inter-Cooperative Council at the University of Michigan.
The purpose or purposes of this corporation are as follows:
A. The Inter-Cooperative Council is a corporation which does not contemplate pecuniary gain or profit to the members thereof. It is formed exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of l954. Its primary purposes are:
1. To promote the social and general welfare of the community by offering low-rent housing to all University students, regardless of race, creed, color or national origin and thus influence the community to eliminate prejudice and discrimination in housing.
2. To advance the cause of education by providing inexpensive board and lodging for University students with limited resources, so that those who might not otherwise be able to continue at theUniversity because of economic need, may enjoy the fruits and the benefits of higher education.
3. To relieve the government of the State of Michigan from the burden of building and operating state owned dormitories by creating housing facilities for students at low cost on a cooperative basis; and to continually expand and extend those facilities in the community interest.
4. To initiate, coordinate, direct and otherwise participate in educational efforts and programs for the education of its members and others in the philosophy, principles and practices of all cooperatives.
5. To promote the social and general welfare of he community and to advance the cause of education by granting scholarships and low-cost or interest-free loans to university students with limited resources, regardless of race, creed, color or national origin.
B. To further the primary purposes of this organization, this corporation shall be empowered to, but not limited to, do the following:
1.Own, lease, and operate dormitories, dwelling units, residence halls, boarding units, and similar facilities for university students.
2. Do all those things expedient and necessary for the furtherance of the primary purposes of the organization.
C. The activities of the corporation are restricted as follows:
1. Not withstanding any other provisions of these articles, the corporation is organized exclusively forone or more purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activity not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code or corresponding provision or any provisions of any subsequent tax law.
2. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee,director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee or officer or any private individual shall be entitled to share in the distribution of any of the corporation’s assets on the dissolution of the corporation.
3. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Code), or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
The location of the corporation is Ann Arbor, in the County of Washtenaw, State of Michigan. Address of registered office in Michigan is Michigan Union Building, Ann Arbor, Michigan. The Registered Agent is Franklin C. Forsythe.
Said corporation is organized upon a non-stock basis.
The amount of assets which said corporation possesses is:
Real property: None.
Personal property None.
Potential assets are:
Real property: the house located at 816 Forest Avenue, Ann Arbor, Michigan;
Personal property: a car and furniture.
Said corporation is to be financed under the following general plan: By the collection of such membership fees as shall be provided by the Bylaws, by contributions and donations from persons, parties, or organizations interested in furthering the program for which this corporation is organized, and by the collection of such services rendered as shall be stipulated from time to time by the board of directors.
The names and places of residence, or business, of each of the incorporators are as follows:
|Names||Place of Residence|
|Paul Fuji||604 E. Madison Street, Ann Arbor, Michigan|
|Benson Jaffee||604 E. Madison Street, Ann Arbor, Michigan|
|Patricia McGraw||816 Forest Avenue, Ann Arbor, Michigan|
|Richard Rosenman||604 E. Madison Street, Ann Arbor, Michigan|
The names and addresses of the first board of directors are as follows:
|Names||Place of Residence|
|Fern Rice||ll02 Oakland Avenue, Ann Arbor, Michigan|
|Rebecca Severance||ll02 Oakland Avenue, Ann Arbor, Michigan|
|John Condylis||335 East Ann Street, Ann Arbor, Michigan|
|Sherwood Miller||335 East Ann Street, Ann Arbor, Michigan|
|Dorothy Wilson||912 Monroe Street, Ann Arbor, Michigan|
|Matilda Chernotsky||912 Monroe Street, Ann Arbor, Michigan|
|Katherine Sharfman||328 E. Huron Street, Ann Arbor, Michigan|
|Annette Epstein||328 E. Huron Street, Ann Arbor, Michigan|
|Ethel Sherwindt||640 Oxford Road, Ann Arbor, Michigan|
|Maida Steinberg||640 Oxford Road, Ann Arbor, Michigan|
|June Freidenberg||816 Forest Avenue, Ann Arbor, Michigan|
|Patricia McGraw||816 Forest Avenue, Ann Arbor, Michigan|
|Richard Rosenman||604 E. Madison Street, Ann Arbor, Michigan|
|Benson Jaffee||604 E. Madison Street, Ann Arbor, Michigan|
The term of this corporation is perpetual.
The mode of procedure and the manner in which the business and affairs of this corporation shall be conducted in accordance with the Statutes of the State of Michigan.
Neither interest nor dividends shall be paid upon a paid-in membership, capital of this corporation.
At the close of each fiscal year of the corporation, all income received by it during the year, in excess of its expenses for that period, shall be refunded or allocated for future disbursement.
Only members in good standing or their duly appointed or elected representatives shall be eligible to hold office as a director or officer of this corporation.
Voluntary dissolution of said corporation shall require approval at a membership meeting of, at least, three- fourths (3/4) of the members in good standing of said corporation, voting in person and not by proxy.
In the event of any dissolution of this corporation:
A. No part of the assets of this corporation shall accrue to, or be distributed to, or among its members.
B. Any land or buildings which have been acquired or built with the help of funds furnished in whole or in part from the Federal Government of the United States under the provisions of the Housing and Home Finance Agency, shall be given to the University of Michigan for its use.
C. The remaining assets of this corporation shall be divided and distributed among organizations which are exempt within Section 501(c)(3) of the Internal Revenue Code of l954 or exempt within the successor to Section 50l(c)(3), as in the judgment of a court of competent jurisdiction will best accomplish the purposes for which this corporation was organized. The following suggestions are made to assist the court in its determination:
1. One-half of the remaining assets shall be given, in trust, to the Student Cooperative Aid Fund at the University of Michigan to further the purposes for which this corporation was organized.
2. The second half of the remaining assets shall be given to the Foundation for Cooperative Development, a foundation set up by the Cooperative League of the United States of America whose address is 59 East Van Buren Street, Chicago, Illinois, whose use shall be limited to promotion of student cooperative endeavors in the United States.
This article shall not be amended other than by a vote of two-thirds (2/3) of the members in good standing of said corporation at a regular or special membership meeting. Said vote shall be in person and not by proxy and held at polling places as may be designated by the Board of Directors.
A. A volunteer director shall not be personally liable to the corporation or its members for monetary damages for a breach of the director’s fiduciary duty as a director, except for liability:
(a) for any breach of the director’s duty of loyalty to the corporation or its members
(b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law
(c) for any violation of section 551(I) of the Michigan Non-Profit Corporation Act, as amended (the “Act”)
(d) for any transaction from which the director derived an improper personal benefit
(e) for any act or omission occurring before the effective date of this Article; or
(f) for any act or omission that is grossly negligent
B. The corporation assumes all liability to any person other that the corporation or its members for all acts or omissions of a volunteer director occurring on or after the effective date of this Article incurred in the good faith performance of the volunteer director’s duties.
C. The corporation assumes the liability for all acts or omissions of a non director volunteer occurring on or after the effective date of this Article if all the following are met:
(1) The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority
(2) The volunteer was acting in good faith
(3) The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct
(4) The volunteer’s conduct was not an intentional tort
(5) 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 as provided in section 3135 of the insurance code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.
D. For purposes of this Article, “volunteer director” and “non director volunteer” shall have the same meanings as set forth in the Act, as amended from time to time.
E. In the event the Act is amended to authorize corporation action further eliminating or limiting the personal liability of directors or non director volunteers, then the liability of a director or non director volunteer of the corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended.
F. Any repeal, modification or adoption of any provision in these Articles of Incorporation inconsistent with this Article shall not adversely affect any right, protection, or immunity of a director or non director volunteer of the corporation existing under these provisions at the time of such repeal, modification or adoption.
IN WITNESS WHEREOF the incorporators have signed these Articles of Incorporation this 13th day of January, A.D. l944.
(As adopted on November 18, 1969 and as amended through the referendum of January 26, 2006)
The ICC, as a student housing cooperative organization, abides by the following principles of cooperation modeled after those established by the Rochdale Society of Equitable Pioneers:
Open Membership Membership in a co-op shall be voluntary and non-discriminatory. All who can use its services and agree to share in the responsibilities required to run the co-op shall be eligible to join, regardless of race, religion, national origin, sexual orientation or political beliefs.
Democratic Participation Each member has exactly one vote regardless of the amount of his/her investment; all members together control the organization.
Neutrality Cooperatives remain neutral in questions of partisanship and religion.
Limited Interest on Invested Capital Share capital invested by members shall receive a strictly limited rate of interest.
Distribution of Economic Result. Members do not “own” the property, meaning the distribution of assets and/or net earnings is not to the benefit of the members/shareholders. Ownership is retained by the Non-Profit organization (Corporation) of the Inter-Cooperative Council at the University of Michigan.
No part of Net earnings will benefit or inure private members, shareholders, or individuals. Net Earnings do not include refunds of overcharges and/or assessments of under charges, which will be applied to each shareholder, or each applicable member.
Education Cooperatives shall constantly educate their members, employees, and the public in the principles and practices of cooperation, both economic and democratic.
Mutual Cooperation All cooperative organizations shall actively cooperate on practical matters with other cooperatives at local, national, and international levels, to further serve their members and their communities.
Continuous Expansion Our cooperatives shall support the continuous expansion of the ICC and the cooperative movement, in order to best serve the community.
1.1 Membership in the ICC. Any person who resides or boards in a House operated by the Inter- Cooperative Council at the University of Michigan (hereinafter referred to as “the ICC” or “the corporation) shall be considered a member of the ICC.
1.2 Admitting new members. The Board of Directors shall establish regulations, and provide procedures, for admitting new members and for terminating membership. There shall be no racial, religious, national or political discrimination in the admission of new members or in the termination of membership. Each new member shall pay a deposit and a membership fee, the amount of which shall be fixed by the Board of Directors.
1.3 Termination of membership. The Board of Directors may terminate, or provide procedures for the termination of the membership of any person violating any provisions of his/her membership contract. No person’s membership shall be terminated except after an open hearing.
2.1 Power of governance. The business and other affairs of this corporation shall be managed by a Board of Directors (hereinafter called the “Board”). The actions of the Board, the Articles of Incorporation, and these Bylaws shall be binding on all members of the corporation.
2.2 Fiscal year. The fiscal year of the corporation shall begin on the first day of May and end on the last day of April of the succeeding year. Before the close of the year, the Board shall appoint a Certified Public Accountant to examine and audit the books of the corporation and prepare a financial statement for the year.
2.3 Open books. The books and records of the ICC may be examined during business hours at the head office of the corporation by any member of the ICC or his/her agent or attorney.
2.4 Bonding. The officers of this corporation and any other members who have charge of money on behalf of the ICC or any of its Houses shall be bonded, the amount of the bond to be determined by the Board.
2.5 No compensation by others. No officer or other member acting as an agent of the ICC shall accept payments from any other organization for the performance of his/her duties, except with the express consent of the Board.
2.6 Compensation of Board members or committee chairs. Members of the Board of Directors with the exception of the ICC President and Vice-Presidents, may not be compensated for fulfilling their responsibilities as a Board member or for a position which poses a direct conflict of interest. The ICC President and Vice-Presidents may be compensated for presidential and vice-presidential duties only in the form of charges reduction. The only other duties for which board members, including the ICC President and Vice-Presidents, may receive compensation, are:
(a) Internships during the University Spring/Summer term
(b) Maintenance work during the University Spring/Summer term
(c) Temporary, part-time work which is not in the ICC office
(d) Other positions only with the express approval of the Board of Directors
All jobs shall be posted in the houses, except in cases of emergency hiring. This section shall not apply to the General Manager.
3.1 Membership of the Board. The Board shall be composed of the President, the Vice-Presidents the General Manager (all non-voting) and the duly elected representative of each co-op. Each member shall be subject to recall by a special meeting. Any vacancy among the members of the Board shall be filled as soon as possible, by the same method as ordinarily used to fill it.
3.11 Co-op representatives. All co-op representatives shall preside at the meetings of their co-ops, shall be the chief executive officers of their respective co-ops and shall perform other duties assigned them by act of the Board or of their co-ops.
3.111 Election. A co-op’s representative(s) shall be elected at a co-op’s house meeting at the
end of winter term and shall serve for a term of one year. If the co-op’s representative is absent from Ann Arbor during the Spring/Summer term, a co-op may elect a temporary representative for spring/summer. A co-op may remove its representative(s) in accordance with its constitution. A representative elected to fill a vacancy shall not be a voting member of the Board unless elected during a fall or winter term.
3.112 Attendance. A co-op representative shall be required to have attended one of the previous two board meetings in order to be a voting member of the board. This shall not apply to the first board meeting of a representative’s term.
3.113 Residence. Co-op representatives must reside or board in an ICC-Ann Arbor co-op during the term for which they are elected in order to be a voting member of the Board.
3.114 One Co-op, One Representative. At no time shall a co-op have more than one voting representative, unless that co-op is formed as a result of a merger of two or more previously separate co-ops. In the case of a merger, the new co-op will retain the same total number of representatives as its constituent parts possessed before the merger.
3.115 One representative, One Vote. At no time shall a representative have more than one vote.
3.12 Liaison responsibilities of co-op representatives. Each co-op representative shall be responsible for bringing to the attention of the members of their co-op such activities within the corporation as may concert them. They shall also be entrusted with the responsibility of bringing to the attention of the Board such matters as may concern the corporation.
3.2 Powers of the Board. The Board may administer the affairs of the ICC and exercise all powers of the corporation, except those reserved to the co-ops or to the members of the corporation in Annual or Special Meetings, as given under the laws of the State of Michigan and the Articles of Incorporation, and in compliance with the Rochdale Principles.
3.3 Specific Powers of the Board. The Board shall have sole power
(a) to authorize the purchase, sale mortgage, transfer, or acceptance of real property on behalf of the corporation
(b) to accept gifts
(c) to borrow money and issue promissory notes or bonds of the corporation for the repayment thereof, and to mortgage, pledge, or otherwise grant security interests in any and all property of the corporation, both real and personal, as security for debts and undertakings of the corporation
(d) to purchase or sell personal property incident to the purchase or sale of any real property
(e) to control and administer the Development Fund, the ICC Scholarship Fund and any other funds which the Board may establish
(f) to authorize the purchase of personal property or enter into any contract, in the name of the corporation, for the administration of the corporation
(g) to authorize the assessment of all members or co-ops to meet the estimated expenses involved in managing the corporation
However, 20% of the Board may request that any of the foregoing powers be brought to a referendum of the membership. If such a referendum is requested then the house representatives shall bring the question to their co-op for a poll of the membership within 72 hours of the original vote. The ICC President shall tally the votes and report the result to the Board. In the case of purchase, rental, or sale of real property, approval by a Special Meeting (referendum), is mandatory.
3.4 Other powers of the Board. The Board shall also have the power
(a) to set up committees, direct their activities, appoint chairpersons to them, and determine work credit to be given to ICC officers and others doing work for the ICC
(b) to arbitrate any disputes between Houses of the ICC
(c) to interpret the Articles of Incorporation and these Bylaws
(d) to call Special Meetings of the Membership as provided in Section 7.21.
3.5 Supervision in the event of dissolution. The Board shall, in the event of dissolution of the corporation, supervise the distribution of the remaining assets of the corporation according to the Articles of Incorporation and shall have the power to appoint new Directors as vacancies arise.
3.6 Meetings of the Board. Meetings of the Board shall be open to all members of the ICC. Regular meetings of the Board shall be held at times and places to be determined by the Board. Meetings shall be taken and made available the following board meeting.
3.7 Special meetings of the Board and referendums. The President may call a special meeting of the Board and shall do so whenever requested by one-half of the Directors, or by ten percent of the membership of the corporation. Two-thirds of the Directors then in office shall constitute a quorum required for the transaction of business. Any question of substance arising at a meeting of the Board may be decided by a majority vote, with the presiding officer voting only to break a tie. Again, 20% of the Board may request a referendum.
3.8 Procedures of the Board. The Board may establish rules to govern its affairs and the administration of the corporation. In the absence of such special rules, meetings of the Board shall be conducted according to Robert’s Rules of Order, Revised.
3.9 Codification of the rules. All permanent rules and regulations adopted under section 3.3 of these Bylaws shall be codified in the “Standing Rules of the Inter-Cooperative Council.” All permanent rules and regulations adopted under Section 3.4 and 3.8 of these Bylaws shall be codified in “The Operating Procedures of the Board of Directors of the Inter-Cooperative Council.”
4.1 Executive Officers. The executive officers of this corporation shall be the President, Vice Presidents, and General Manager. The officers shall all be members of the corporation, the General Manager excepted. Pursuant to section 531 of the “Nonprofit Corporation Act” of the state of Michigan, the office of treasurer will be held by the Vice President for Finance and the office of secretary will be held by the Vice President for Membership.
4.2 President. The President shall be the chief executive officer of the corporation; shall preside at all meetings of the membership and meetings of the Board of Directors; shall execute all documents and reports required by law and as directed by the Board; shall have custody of money together with the Vice President of Finance and General Manager; and shall report at each Annual Meeting of the corporation.
4.3 Vice-Presidents. The Vice-Presidents shall perform all duties of the President in the absence or disability of the President. In addition, the Vice-Presidents shall chair such committees as are assigned to them by act of the Board and shall be responsible for the efficient functioning of these committees as well as any other ad-hoc committees which the Board assigns to them. They shall arrange for their designated committees to report to the Board at least every two months.
4.4 General Manager. The General Manager shall administer the affairs of the corporation as specified in his/her contract and according to such procedures as instructed by the Board.
5.1 Election and appointment of officers. The President, Vice-Presidents, and the several co-op representatives shall be elected officers. The General Manager shall be an appointed officer.
5.2 President. The President shall be elected by the 3rd week of March (see Standing Rules). S/he shall serve for one year or until his/her successor is chosen, unless s/he resigns or is recalled. The President may be recalled at any Special Meeting called for that purpose.
5.3 Vice-Presidents. The Vice-Presidents shall be elected by the Board by the end of the Winter term. Each shall serve for one year or until his/her successor is chosen, unless s/he resigns or is requested to resign by the President acting with the consent of the Board.
5.4 Representatives. Each co-op representative shall be elected by the members of that co-op. A co-op must elect as its representative a member who resides or boards at that co-op. Each co-op shall adopt procedures setting the date for elections within the co-op, prescribing election procedures, defining the term of office and providing for easy recall by the membership of the co-op. These procedures must be in accordance with By-law 3.111.
5.5 General Manager. The General Manager shall be appointed by contract with the Board.
5.6 Filling vacancies. Any special vacancy, whether among the elected or appointed officers, shall be filled, as soon as possible, in exactly the same manner as would the same vacancy when caused by the expiration of a term of office. Positions which are held by representatives not in Ann Arbor during the spring/summer term shall not be considered vacant.
5.7 Absence of the President. If the President of the ICC is absent from Ann Arbor during she Spring/Summer term, the Board of Directors shall appoint a temporary President to fill his/her position until s/he returns in the Fall.
5.8 Executive Committee. The President, Vice-Presidents and General Manager shall constitute the Executive Committee, which shall meet regularly between BOD meetings to plan the agenda for the next meeting. The Executive Committee will schedule reports from ICC committees which are to be written and distributed with the agenda several days before the Board meetings.
6.1 Assignment of responsibilities by the Board. The Board may assign management responsibilities to cooperatives comprised of members in any portion of the residence and/or boarding operation of the ICC, provided the designated unit is compact and small enough to favor direct democracy. The co-op shall be the smallest unit of decision-making recognized by the ICC.
6.2 Extent of delegated responsibilities. The government and administration of the several co-ops shall be left to the members of the respective co-ops insofar as their actions do not jeopardize the interests of the membership as a whole or the interests of other co-ops.
6.3 Management responsibilities of the co-ops. The co-ops shall be responsible for managing the residence and boarding operations of the corporation. They shall each be responsible for:
(a) enforcing membership contracts
(b) collecting fees as fixed by the Board
(c) supervising and providing for the minor maintenance of all real and chattel property to standards provided by the Board
(d) keeping records of membership meetings and transactions within the co-op
(e) terminating membership according to ICC procedures
(f) instructing its members in the philosophy and operation of cooperatives
(g) coordinating the purchase of food and supplies
(h) maintaining house books according to standard ICC operating procedures
(i) bringing to the attention of the Board matters of concern to the corporation
7.1 Winter Annual Meeting. A regular winter meeting of the membership shall be held every winter term; this shall be the annual meeting and shall be for the installation of the new ICC President and for the transaction of such other business as may properly be brought before a meeting of the membership. Ten percent of the membership of the ICC shall constitute a quorum required for the transactions of business. The Annual Meeting shall be held after the conclusion of the University of Michigan’s mid-winter break but before the conclusion of winter term. The time and place shall be determined by the Board or a committee of the board. The order of business at the Annual Meeting shall be:
(a) call to order
(b) reports by officers and special reports
(c) installation of the new ICC President
(d) unfinished business
(e) new business
(f) adjournment. Annual meetings shall be conducted according to Robert’s Rules of Order, Revised
7.2 Special meetings/polls of the members. Questions of particular importance may be decided by a poll of the general membership which shall be called a Special Meeting.
7.21 Call for meeting. The President shall call a Special Meeting at the instruction of the Board, or upon receipt of a petition for such a meeting signed by ten percent of the membership. The instruction or petition initiating the Special Meeting shall clearly specify the business to be transacted.
7.22 Place and time. The President shall determine the time and place(s) at which the polling shall occur. The polling shall not occur less than seven days or more than twenty days after receipt of the instruction or petition.
7.23 Ballot. The ballot for a Special Meeting shall be drawn up by a committee of six appointed by the Board. Each ballot shall include along with the special question, the following question: “Does this ballot fairly reflect the opposing views on this issue?”
7.24 Vote on fairness question. The vote of the Special Meeting shall be valid only if a majority of the members of the ICC, or two-thirds of those voting on that question, whichever is smaller, answer that question in the affirmative.
7.3 Notice of meetings. Notice for a Membership Meeting or Special Meeting shall be given by posting a conspicuous announcement in each house not less than seven days before the time set for the meeting. The announcement shall specify the time, place and agenda for the meeting. The written declaration of the Vice President of Finance and President that required notice has been given shall be sufficient evidence of such notice.
7.4 Powers of the members at meetings. The membership in Membership or Special meetings may exercise any of the powers granted that corporation. The membership in Membership or Special meetings shall have power to recall any elected officer before expiration of his/her term and shall have sole power to amend these the Articles of Incorporation or these Bylaws.
7.5 Voting. Each members present at the meeting shall have one vote on each question. Voting by proxy shall not be permitted. All questions shall be decided by a simple majority of votes cast, except amendments to the Articles of Incorporation, which shall require a two-thirds majority of the votes cast.
7.6 Other provisions. The Board may provide further for the conduct of Special meetings.