CONSTITUTION AND BYLAWS OF THE
WEST MICHIGAN CHAPTER OF THE AIR & WASTE MANAGEMENT ASSOCIATION

Revised June 7, 2007

ARTICLE I - NAME, AREA, ADDRESS

Section 1 - Name

This organization shall be known as the West Michigan Chapter (hereinafter referred to as the "Chapter") and is one of the geographic chapters of the Air and Waste Management Association (hereinafter referred to as the "Association").

Section 2 - Area

The geographic area of The Chapter shall consist of the following counties in Michigan: Alger, Allegan, Antrim, Baraga, Barry, Benzie, Berrien, Branch, Calhoun, Cass, Charlevoix, Chippewa, Delta, Dickenson, Emmet, Grand Traverse, Gogebic, Hillsdale, Houghton, Ionia, Iron, Kalamazoo, Kalkaska, Kent, Keweenaw, Lake, Leelanau, Luce, Mackinac, Manistee, Marquette, Mason, Mecosta, Menominee, Missaukee, Montcalm, Muskegon, Newaygo, Oceana, Ontonagon, Osceola, Ottawa, St. Joseph, Schoolcraft, Van Buren and Wexford, defined by the following Postal (Zip) Codes: That portion of 488-- encompassing Ionia and Montcalm (48809, 48812, 48815, 48818, 48829,48834,48838, 48845, 48846, 48849, 48850, 48851, 48852, 48860, 48865, 48870, 48873, 48881, 48884, 48885, 48886 and 48888), 490--, 491--, that portion of 492-- encompassing Hillsdale County (49227, 49232, 49233, 49239, 49242, 49249, 49250, 49252, 49257, 49258, 49262, 49266, 49271, 49273, 49274, 49281, 49282 and 49288), 493-- through 496--, that portion of 497-- encompassing Charlevoix and Emmet Counties (49706, 49711, 49712, 49713, 49716, 49718, 49720, 49722, 49723, 49727, 49737, 49740, 49755, 49764, 49769, 49770 and 49796).

Section 3 - Address

The address of the Chapter shall be P.O. Box 465, Ada, Michigan 49301.

ARTICLE II - PURPOSE AND POWERS

Section 1 - Purpose

The purpose of the Chapter is to promote a better understanding of air pollution control, waste management, and related environmental concerns among representatives of government, research, education, industry, and the general public within the geographic area of the Chapter. It shall also be the purpose of the Chapter to promote closer professional and personal relations among members of the Chapter and to further the mission and objectives of the Association.

Section 2 - Powers

The Chapter shall have all the powers granted to it by the Association and shall have the ability to do all things necessary and incident to its purposes, provided, however, that the Chapter shall not engage in any activities or exercise any powers not permitted under Chapter 501(c)(3) of the Internal Revenue Code of 1986.

Section 3

No substantial part of the Chapter's direct or indirect activity shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Chapter shall not participate in or intervene in (including publication or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE III - MEMBERSHIP

Section 1

Membership is available to persons residing in or conducting business within the geographic area of the Chapter. Any Association member who supports the purpose of the Chapter is eligible to become an active member of the Chapter and is entitled to engage in all Chapter activities upon payment of dues to the Association in the amount and manner specified by the Association’s Board of Directors.

Any Association member may become a member of more than one Chapter, provided that the member pays dues to each Chapter.

ARTICLE IV - OFFICERS, DIRECTORS, EXECUTIVE BOARD

Section 1 - Officers

(a) There shall be four Chapter Officers designated as Chair, Vice Chair, Secretary and Treasurer.

(b) Officers shall be elected by a majority vote of the members voting. Terms of office shall be two (2) years each for the Secretary and Treasurer and one (1) year for the Chair and Vice Chair. They shall hold office for the ensuing years or until their successors have been elected and have taken office.

(c) The Chair and Vice Chair shall not hold the same office for more than one term.

(d) The most recently retired Chair shall be a member of the Executive Board for a one (1) year term following the end of his/her term as Chair.

Section 2 - Directors

There shall be a minimum of eight (8) Directors of the Chapter. At least four (4) Directors shall be elected annually replacing those Directors whose term has expired by a majority vote of the members present and voting at the first business meeting of each calendar year. All Directors will be elected to serve a two-year term, except in the case where the newly elected Director is elected to fill a vacancy created by the resignation of a Director whose term has not yet expired. For the later, the newly elected Director will serve the balance of the term remaining for the preceding Director who has resigned.

Section 3 - Special Directors

Directors of the Association living within the area of the Chapter shall be Special Directors of the Chapter.

Section 4 - Executive Board

(a) The executive, financial and general section functions of the Chapter shall be vested in the Executive Board (hereinafter referred to as the "Board") whose members shall be the Officers, Directors and Special Directors and the retiring Chair.

(b) Interim vacancies of elected Officers or Directors shall be filled by appointment by the Board until successors have been elected at the next annual meeting. Vacant Board of Director positions will be filled by members of the Chapter selected from the following geographic areas: no more than one half from the Grand Rapids area (Kent County) and the remaining from outside of the rand Rapids area (Balance of geographic area of the Chapter).

Section 5

All Officers, Directors, Special Directors and other members of the Board shall be members of the Association and Chapter.

Section 6

The Officers and other members of the board shall serve without remuneration.

Section 7 - Terms Begin/End

Terms for Officers and Directors shall begin and end at commencement of the Annual Executive Board Meeting held each year in June.

Section 8 - Executive Board Meeting Attendance Policy

Any member of the Executive Board may be removed as follows:

(a) Any Director or officer who is absent from four (4) regular meetings of the Executive Board within any one (1) year may be removed by a majority vote of the Executive Board who are present and entitled to vote whenever, in the judgment of the Executive Board members so voting, the interest of the chapter will be properly served thereby.

(b) Any Director or officer may be removed by vote of two-thirds of the Executive Board present and voting at any meeting when, in the judgment of the Executive Board, the interest of the chapter will be properly served thereby.

Any vacancy on the Executive Board between the annual elections shall be filled for the unexpired term by a majority vote of the remaining members of the Executive Board.

ARTICLE V - DUTIES OF OFFICERS

Section 1 - Chair

The Chair shall: preside at all meetings of the Chapter; call such special meetings as may be necessary; appoint the membership and the Chair of all Standing and temporary committees; appoint an auditor on a periodic basis as needed; be the final authority, within the Chair's jurisdiction, on the Constitution and Bylaws of the Chapter; be authorized, in the absence of the Treasurer, to sign checks or make other financial transactions on behalf of the Chapter as directed by the Board; and conduct both internal and external business on behalf of the Chapter.

Section 2 - Vice Chair

The Vice Chair shall: preside at all meetings in the absence of the Chair; and assume all powers and duties of the Chair should the Chair be unable to so perform.

Section 3 - Secretary

The Secretary shall: give written notice of general business, special meetings, and Board meetings; keep a record of the minutes of all meetings of the Chapter and Board; conduct appropriate correspondence of the Chapter; make an annual report to the Association regarding affairs of the Chapter; and surrender at the end of the Secretary's term of office to the Secretary's successor, or to such person as may be authorized by the Chair to receive them, all properties and records of the Chapter and/or Association as may be in the Secretary's custody.

Section 4 - Treasurer

The Treasurer shall: receive all monies of the Chapter and deposit or invest them as directed by the Board; disburse moneys as directed by the Chapter or by the Board; keep accurate and complete records of all financial transactions; furnish a financial report at the business meetings of the Chapter or as called for by the Chair and/or Board; submit records and accounts for audit on a periodic basis or as needed by an auditor appointed by the Chair; and surrender at the end of the Treasurer's term of office to the Treasurer's successor, or to such person as may be authorized by the Chair to receive them, all properties and records of the Chapter and/or the Association as may be in the Treasurer's custody.

ARTICLE VI - COMMITTEES

Section 1 - Standing Committees

Standing Committees shall consist of:

Membership Committee which shall promote the growth of the Association by soliciting membership in the Chapter, Section, and Association.

Program Committee which shall plan and present technical meetings.

Nominating Committee consisting of the Chair, the Vice Chair, and one other member.

Development Committee which shall procure sponsorship to support the operations of the Chapter.

Finance Committee which shall maintain responsibility for the Chapter’s financial records and accounting.

Newsletter Committee which shall develop and issue periodic newsletters to educate members and promote the Chapter’s mission.

Scholarship Committee which shall seek and identify recipients for the Chapter’s student scholarships.

Education/Outreach Committee which shall promote educational opportunities for schools and the general public.

Technology Committee which shall enhance the Chapter’s effective use of technology.

Other Standing Committees may be established by the Board to promote the purposes of the Chapter.

Section 2

Standing Committee Chair may prepare and submit an annual report.

Section 3 - Other Committees

The Chapter Chair may appoint temporary committees as deemed necessary, provided such appointment does not conflict with other provisions of the Bylaws.

Section 4 - Committee Chairs

Committee Chairs for all standing committees shall be members of the Board (i.e., be Officers, Directors or Special Directors). Chairs of other committees need only be Members.

ARTICLE VII - OPERATIONS

Section 1 - Dues

Annual dues may be established by the Board.

Section 2 - Calendar

The fiscal year and the membership year of the Chapter shall be January 1 to December 31 during which at least one technical meeting shall be held.

Section 3 - Meetings

Board meetings may be called by the Chapter Chair by notifying the members of the Board. The Board shall designate the dates for the general business and technical meetings and the Secretary shall give written notices thereof.

Section 4 - Quorum

Twelve (12) active Members shall constitute a quorum for any general business or special meeting. Six (6) members of the Board shall constitute a quorum for a meeting of the Board.

Section 5 - Voting

Only members of the Chapter are entitled to vote. Unless otherwise provided, a majority vote of the members present and voting shall rule.

Section 6 - Elections

A call for nominations from the general membership for officers and directors shall be made prior to the February Board Meeting of the Executive Board. The Nominating Committee shall prepare a list of nominees for Officers and Directors, shall obtain their acceptance by the Executive Board at the February meeting, and ballots shall be mailed or e-mailed to members prior to the annual business meeting. Ballots may be returned by mail or e-mail prior to the annual business meeting. The nominees shall reflect employment and geographic representation to insure a broad and fair administration of the business of the Chapter. The new Officers and Directors will assume their duties at the Annual Executive Board Meeting held each year in June.

Section 7 - Rules of Order

Meetings shall generally follow accepted rules of parliamentary procedure. The presiding official shall have authority over matters of procedure and may adopt any other form or procedure suited to the business being conducted.

Section 8

Chapter members shall pay Section dues and shall be entitled to all privileges of Section Membership.

Section 9

No financial commitment by any Chapter shall be binding upon the Section

ARTICLE VIII - AMENDMENTS

Section 1

Any Member may propose an amendment to the Constitution and Bylaws to the Board. Before the amendment can be submitted for consideration of the membership, it must be approved by the Board or bear the written endorsement of at least twenty-five (25) members.

Section 2

The Board shall promptly submit to the membership any proposed amendment approved or endorsed as provided in Section 1. Adoption shall require affirmation by two-thirds of the votes cast at a regular business meeting for which due notice has been given. Amendments shall become effective immediately upon adoption by such two-thirds majority vote.

Section 3

Any section of the Constitution and Bylaws or amendments adopted hereafter which conflict with the Bylaws or policy of the Association are null and void.

ARTICLE IX

DISSOLUTION AND DEDICATION OF ASSETS

The Chapter shall hold and administer all of its assets and accumulated income to effectuate its tax-exempt purpose. No part of the income or assets of the Chapter shall inure to the private benefit of any individual, Member, Officer, or Director. If the Chapter's purpose fails or if the Chapter ceases to be approved as a tax-exempt organization under the Internal Revenue Code and any such defect is not cured by an appropriate amendment, or if the Chapter voluntarily dissolves, then all of the assets and accumulated income shall be distributed to the Association or a successor organization. Upon dissolution, if the Association is unable, unwilling or ineligible to receive assets, they will be distributed to one or more organizations as the Board of Directors or, in default of designation by the Board of Directors, the Circuit Court for the County of Kent and State of Michigan shall designate as best accomplishing the purpose for which the Chapter was formed, provided that organizations receiving such assets are qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent federal tax laws.

ARTICLE X

INDEMNIFICATION AND LIABILITY PROTECTION

Section 1 - Indemnification

To the extent of its assets and applicable insurance, if any, the Chapter shall indemnify, to the fullest extent authorized or permitted by Michigan law, any person and such person’s heirs and legal representatives, who is made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) whether brought by or in the right of the Chapter or otherwise, by reason of the fact that such person is or was a Director, officer, member, non-member volunteer, employee, or agent of the Chapter or such person served on any formally constituted advisory body or voluntary committee of the Chapter, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the person in conjunction with such action, suit or proceeding, to the fullest extent permitted under Michigan law, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Chapter, and with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be or not opposed to the best interest of the Chapter and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

Section 2 - Liability insurance

Not withstanding the foregoing, the indemnification provided to any person described in Section 1 above shall only be in excess of any valid collectible insurance or other source of indemnification available for the benefit of such person, including any benefit available under any insurance or self-insurance plan of the Chapter, and no rights of subrogation are intended to be created hereby. Notwithstanding any limit on indemnification under Michigan law, the Chapter may purchase and maintain insurance on behalf of any person described in Section 1 above against any liability asserted against him or her or incurred by him or her in any capacity arising out of his or her status as described in Section 1 above, whether or not the Chapter would otherwise have to power to indemnify under the circumstances.

Section 3 - Liability protection

To the extent of its assets and applicable insurance, if any, Directors and officers of the Chapter shall be protected from liability to the fullest extent permitted under applicable law.