Bylaws

BY-LAWS of THE BLUE BEAD INC.

(Section 2 of the Articles of Incorporation)
07/07//2021

ARTICLE I: NAME, PURPOSE, LOCATION

 

  1. The name of the non-profit organization shall be The Blue Bead, Inc.; also referred to as “The Blue Bead”, “TBB, Inc.” and “TBB” (as herein).

  2. As provided in the Articles of Incorporation, the purpose of TBB, Inc. shall be:

    1. To engage in any lawful act or activity for which a non-profit corporation is organized under the laws of the Great State of Michigan.

    2. To further the Mission of TBB which is:
      “To use Art, Music and Storytelling in all of its forms to Teach, to Heal and to Bless.” It shall be designated as a ‘public charity’ providing the education, services and philanthropy that it’s mission implies.

    3. To conduct any lawful business and engage in any lawful act or activity consistent with Federal and State law, including the US Internal Revenue Code of 1984 (“Code”), as the same may be amended or supplemented, and other such laws governing Michigan non-profit organizations exempt from Federal income tax under Code Section 501(c)3.

  3. Location: TBB, Inc. shall maintain, in the Great State of Michigan, a registered office and a Registered Agent at such office.  The principal office of TBB, and such other offices as the activities of TBB may require, shall be located at such place or places, either in or outside the Great State of Michigan as may be designated by the Board of Directors. It’s initial location shall be at 717 Neland Ave, SE, Grand Rapids,Michigan 49506

  4. A Board of Directors shall be authorized to adopt such other rules, regulations and policies as are necessary to carry out the purposes of TBB, to effect compliance in all respects with Code Section 501(c)3, or the corresponding provisions in any subsequent federal tax laws. TBB shall not engage in any activity not permitted to be carried on by a corporation exempt from federal income tax under Code Section 501(c)3. Initial Board of directors shall be by appointment and subsequent directors shall be by election with terms to expire and/or renewed after three years.

 

ARTICLE II: MEMBERS
 

  1. Members:TBB, Inc. may eventually have members but is currently incorporated as a ‘directorship’ run 501(c)3. Membership nature, dues and duties of such members may be decided after due diligence and deliberation by a future board of directors but the board of directors will remain self-appointing and self-regulating.

 

ARTICLE III: BOARD OF DIRECTORS

 

  1. Management: Except as otherwise provided in the Articles of Incorporation, the business, property, and affairs of TBB shall be managed by or under the direction of the Board of Directors. It shall be the Board’s duty to ensure that the objectives and purposes of TBB are carried out; to this end, the Board may exercise all powers of TBB, subject to the restrictions and obligations set forth by statute and TBB’s Articles of Incorporation and Bylaws.

    1. The Board of Directors shall adopt clear and comprehensive policies describing governance process, council-management delegation, executive limitation and the desired ends to be achieved.  The Board of Directors shall monitor the President’s performance and organizational compliance with ends and executive limitations policies through a predetermined structure on a regular basis.  The Board of Directors shall provide a report of said policies at each annual or scheduled meeting.

  2. Number, Eligibility, Election, Tenure, and Vacancies: The number of Directors, which includes the Officers of the Corporation, shall be up to nine (9) equal members and shall be no less than five (5). The Directors shall be elected by the currently sitting Board of Directors at any regularly scheduled or special meeting with notice to each current director.

    1. Questions of eligibility shall be determined by a vote of the majority of the Board at a meeting at which a quorum is present.

    2. Individuals who engage in illegal activities are not eligible to serve on the Board.

    3. Directors can be elected for terms of three years. Should a vacancy occur, the board may appoint a replacement to fill out the remainder of that term, as provided for in Section 3.02 of these Bylaws.

    4. Should fewer than five (3) candidates stand for election by the directors, or should a vacancy occur, or in the case of an appointed Director, the Board, at its sole discretion, may elect additional Directors, provided the size of the Board does not exceed nine (9). Such an election shall be made by a vote of two-thirds (2/3) of the Board members.

    5. In the event that two or more candidates receive the same number of votes for the 9th seat on the board, the winner shall be determined on the night of the election before the results are released 

  3. Annual Meeting of the Board of Directors: The annual meeting of the Board of Directors for the appointment of Officers and the transaction of such business as may properly come before the meeting shall be held no later than the second quarter of each year, or at such other time and place, in or outside the Great State of Michigan, as the Board, by resolution, may fix, or within sixty (60) days after such date at such other time and place as is fixed by resolution of the Board adopted not less than thirty (30) days prior to the date of the annual meeting.

  4. Regular Meeting of the Board of Directors: No notice shall be required for regular meetings of the Board, for which time and place have been fixed by resolution of the Board.

  5. Special Meetings of the Board of Directors: A Special Meeting of the Board shall require a three (3) day notice, and may be called without statement of a purpose for the meeting. A petition signed by or electronically ratified by a minimum of one-third (1/3) of the Board members may call Special Meetings of the Board. A Special Meeting shall require a quorum, and any action taken at a Special Meeting shall require a majority of those present at the meeting, as provided for in these Bylaws.

  6. Emergency Meetings of the Board of Directors: Emergency Meetings of the Board may be called on twenty-four (24) hour written notice that is electronically transmitted from three members of the Board. Emergency Meetings must be called for a specific purpose, and shall be limited to that purpose. An Emergency Meeting shall require a quorum, and any action taken at an Emergency Meeting shall require a majority of those present at the meeting, as provided for in these Bylaws.  

  7. Notice or Waiver of Notice: No notice shall be required for regular meetings for which time and place have been fixed by resolution of the Board.

    1. Notice of Special Meetings or for Emergency Meetings of the Board shall be delivered to all Board members in writing by mail, overnight courier, Slack, Facebook Messenger, and/or by electronic transmission and must specify the date, time, location, and, if necessary, the purpose of the meeting. Notice provided by electronic transmission shall be deemed given: (a) if by telecopier, when directed to a number at which the Director has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the Director has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the Director of such specific posting when such notice is directed to an address at which the Director has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the Director.

    2. Directors may waive notice of any meeting in writing, and the attendance of any Director at any meeting shall constitute a waiver except when a Director attends to object, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

  8. Quorum: A majority (½ + 1) of the Directors in office shall constitute a quorum for the transaction of any business. A majority of the Board of Directors present, whether or not a quorum is present, may adjourn a meeting of the Board.

  9. Manner of Acting: Except as otherwise provided herein, at a meeting where a quorum is present, a majority vote of the Directors shall be required to constitute an act of the Board. Each Director present shall be entitled to one (1) vote on all matters submitted to a vote of the Board. All matters may be approved ‘Without Objection’ unless an objection arises or a vote/roll call is requested by any member. There is no discussion on a request for a roll call and it is immediately in order. 

  10. Officers of the Board of Directors: The Board of Directors shall elect a President and Vice-President as Officers of the Board of Directors. Other than the duties herein prescribed, or as prescribed by the Board of Directors by resolution, the Officers of the Board shall have no greater power or authority than any other member of the Board of Directors. The President shall be the Chief Executive Officer of TBB, and shall have duties as designated by the Articles of Incorporation, these Bylaws, or as prescribed by the Board of Directors by resolution. 

  11. Agents, Accountants, and Attorneys: The Board shall employ such agents, accountants and attorneys as are necessary to assist the Board in discharging its obligations and fulfilling the fiduciary duties.

  12. Resignation: A Director may resign at any time by giving oral notice at a board meeting, or written notice sent via mail or electronic mail to the Chair, the Secretary, or the entire Board. Unless otherwise specified, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

  13. Compensation of Directors: No monetary compensation shall be paid to any Director as a director, however they may be compensated for services or labor unrelated to their director duties so long as it is under the current limits set by the IRS 1099 form. Any further compensation must be voted by the directors at a duly scheduled regular meeting at which the director in question may deliberate but is recused from voting on the question.

  14. Action by Consent: Any action required to be, or which may be, taken by the Board may be taken without a meeting if all members of the Board consent. The consent must be in writing, stating the action to be taken and including the approval of all Board members. The consent will be filed with the corporate records and is equivalent to a ‘without objection’ consensus vote.

  15. Meeting by Telephone or Similar Communications Equipment: The members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or any such committee, as the case may be, by means of which all persons participating can hear and speak with each other. Participating in such a meeting shall constitute the presence in person by such member at any meeting. The notice requirements of Sections 3.05, 3.06 and 3.07 hereof shall apply to meetings conducted under this Section 3.15 unless all Directors holding office are participating, can hear each other, and orally waive such notice at the beginning of the meeting.

  16. Minutes: The minutes of each meeting of the Board shall be recorded by the Secretary or a Chair - appointed person, and shall include results of the deliberations of the Board. The minutes shall be submitted to the Board for approval at the subsequent meeting of the Board. If the Secretary is not present at any portion of a meeting, the Chair shall appoint another Member of TBB to record the minutes during that period.

  17. Removal: If, in the judgment of the Board, the interests of TBB would be served thereby, any Director may be removed from office by two-thirds vote of the entire Board, including the Director whose removal is being considered.

 

ARTICLE IV: OFFICERS OF TBB, Inc.

 

  1. Officers of TBB: The Officers of TBB shall be the President, the Vice President, the Secretary, the Treasurer, Directors at Large, and any such other Officers or positions  as the Board of Directors may decide at a duly constituted regular or special meeting.

  2. Election & Term; Qualifications: In the event of a vacancy, the election for such office may take place at such time and under such circumstances as determined by the Board of Directors. Initially, it shall be one-year to commence at annual meeting elections and any director qualifies as long as their term will not transpire during the year.

  3. President: 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. The President 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. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors, and of the Members. The President is responsible for signing and transmitting all reports required by any governmental unit or granting organization requirements.

  4. Vice-President: The Vice President Shall be the Chief Operations Officer and, in the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the responsibilities and restrictions on the President.  The Vice President shall be informed by the heads of the recognized committees the information that is to be reported and shall report the information to the Board of Directors should the committee representative not be available.  The Vice President shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. The Vice-President shall chair the Executive Committee and shall propose the agenda and update the Calendar for each meeting and compile the reports at the year’s end to present to the President in a timely manner.

  5. Secretary: The Secretary shall be the Chief Communications Officer and is responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board's business was conducted. In order to fulfill these responsibilities, and subject to the organization's bylaws, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records, fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws.  The Secretary is accountable to the Board of Directors (if elected or appointed by them). Through the Board of Directors, certain duties of the Secretary may be delegated to the Executive Director, Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.  As the custodian of the organization’s records, the secretary is responsible for maintaining accurate documentation and meeting any legal requirements such as annual filing deadlines. The secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible.  The secretary is an active conduit for communication by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. Additionally, the secretary should be knowledgeable of the organization’s records and related materials, providing advice and resources to the board on topics such as governance issues, amendments to the state laws, and the like, that will assist them in fulfilling their fiduciary duties. The Minutes shall be included in the report of the Secretary.

  6. Treasurer: The Treasurer shall be the Chief Financial Officer of TBB, Inc. The Treasurer shall have custody of all funds and securities of TBB, shall be responsible for the receipt and disbursement of all monies of TBB, and shall perform such other duties as may be prescribed by the Board of Directors. The Treasurer shall keep proper books of accounts of such receipts and disbursements.  All checks, drafts, other orders for the payment of money, notes or other indebtedness issued in the name of TBB shall be signed by the Treasurer and such other Board members, as otherwise prescribed by the Board of Directors. The Treasurer is responsible for arranging the filing of all local, state, and federal taxes. The Budget shall be included in the report of the Treasurer.

  7. Other Officers: Other Officers may be elected by resolution of the Board of Directors and shall have such powers and duties as may be prescribed in such resolution. Each officer who chairs a committee must report the activities of that committee to the Executive Committee for the final report at year’s end.

  8. Resignation: An Officer may resign at any time by giving oral or written notice sent via mail or electronic mail to the Chair, the Secretary, or the entire Board. Unless otherwise specified, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

  9. Rescinding of Resignation: If within thirty (30) days of notice the board just needs a majority vote to accept the rescinding of resignation.  If after thirty (30) days the board needs to nominate the person and have them go through the normal board member search steps or as long as there are less than nine directors.

  10. Compensation to Officers/Directors: No monetary compensation shall be paid for any Officer solely for holding office or being on the board although they may be compensated for services, activities or contracts in relation to the execution of the Mission as decided by the board.

  11. Removal: Any Officer elected by the Board of Directors may be removed at any time, with or without cause, by a simple majority vote cast at a meeting of the Board at which a quorum is present, excluding the vote of the Officer under consideration for removal. Any vacancy occurring in any office of TBB may be filled for the unexpired term by resolution of the Board of Directors in accordance with Section 4.02 hereof.

  12. Attendance:​ Board of Directors are expected to make a good faith effort to attend the majority of scheduled regular meetings, barring any extenuating circumstances. Habitual unexcused absences are grounds for removal. After three (3) consecutive missed meetings, a warning letter will be issued, with requested confirmation of receipt, advising of the absences and potential removal. After four (4) consecutive missed meetings (or 50% of missed meetings in a 6 month period), the Director will be removed from office. A vote of a simple majority, cast at a meeting of the Board at which a quorum is present, can allow for extenuating circumstances and removal to be stayed for a period of time determined by the Board of Directors. Any vacancy occurring in any office of TBB may be filled for the unexpired term by resolution of the Board of Directors in accordance with Section 4.02 hereof.

  13. Changing of Officers: All records are the real and intellectual property of TBB and Officers shall turn over to their successors all books, papers, correspondence, or other matters pertaining to their office or to TBB that may be held in trust by reason of their office.

 

ARTICLE V: LIABILITY/ INDEMNIFICATION

 

  1. Limitation of Liability: The personal liability of the Directors, Officers, Program Directors & Committee members appointed by and acting at the behest of the Board is hereby eliminated to the fullest extent permitted by law.

  2. Indemnification: TBB shall, to the fullest extent permitted by the Act, save, indemnify and hold harmless any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit, by reason of the fact that he or she is or was a Director, Officer, or duly appointed committee member of TBB, against all of the expenses and liabilities including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. The indemnification provided for herein shall be deemed not exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a Director, Officer or duly appointed committee member of  TBB, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such a person.TBB, Inc. shall be authorized but not required to purchase insurance for the purpose of such indemnification.


 

 

ARTICLE VI: REPORTS & AUDITS

 

  1. Reports:TBB, Inc. shall publish an annual report for the preceding fiscal year. Such a report shall include a comprehensive and detailed statement of TBB’s operations, activities, financial condition and accomplishments for the preceding fiscal year.

  2. Audits:TBB, Inc. shall keep correct and complete books and records of accounts under the direction of the Treasurer. At the will of the Board of Directors, the accounts of TBB may be audited from time to time, in accordance with generally accepted auditing standards, independent licensed public accountants certified or licensed by a regulatory authority of a state or other political subdivision of the United States, the report of each audit shall be included in the annual report required by Section 6.01 hereof.

 

ARTICLE VII: DURATION AND DISSOLUTION

 

  1. Duration: The duration of TBB shall be perpetual, except that it may be dissolved in the manner provided by these bylaws. 

  2. Dissolution: Before TBB may be dissolved, the Board must first adopt, by not less than two-thirds (2/3) of those directors casting their votes at a properly noticed (14 days by email or last known address) meeting at which a quorum is present, a resolution recommending the dissolution of TBB. Upon such approval, a motion for dissolution shall be submitted to a vote of the membership. The motion shall be deemed passed by the membership only if approved by the affirmative vote of a majority of the paying members of TBB in good standing casting their votes at a properly noticed membership meeting at which a quorum is present either in person or by means of a virtual meeting. This constitutes the sole duty and privilege of membership as donors, stakeholders

  3. Distribution of Assets: Upon the dissolution of TBB, and after paying or making provision for the payment of all the liabilities of TBB, the Board shall distribute all the assets of TBB for one (1) or more exempt purposes authorized by Code Section 501(c)3 or such assets shall be distributed to the state or local government or for a public purpose (501(c)3), in such manner as the Board shall determine.

 

ARTICLE XIII: FISCAL YEAR

 

The fiscal year of TBB shall be from January 1 to December 31 (or last day that the IRS allows donations in years that are extended) with reports of receipts and disbursements available to the Board of Directors at each annual meeting or at such other time or times as the Board may require.

 

ARTICLE IX: MISCELLANEOUS PROVISIONS
 

  1. Conflicts of Interest: Subject to the requirements of Code Section 501c(3), where any Director or Officer of TBB, or any spouse, significant other or child of any Director or Officer, is a Director or Officer of, or has a financial interest in, any other corporation, partnership, or other organization with which TBB has entered into any contract, grant or other transaction, such Director or Officer shall disclose in writing to the Board of Directors all material facts as to his/her relationship or interest or the relationship or interest of his spouse or child, as the case may be. Such Director or Officer shall recuse themselves from any participation with TBB with respect to such contract, grant or transaction; provided, however, that any such Director may be counted in the determination of a quorum at any meeting of the Board of Directors at which such contract, grant or transaction is authorized, approved or ratified or is otherwise the subject of discussion.

    1. No Director or Officer shall use, for financial or other advantage, confidential information to which he/she has access by virtue of his/her position with TBB. In addition, no Officer or other individual who is employed by TBB on a volunteer, full or part-time, paid or unpaid basis shall use, for personal financial or other personal or unsanctioned advantage, any proprietary information of TBB (whether confidential or not) without a majority vote and prior approval from the board of directors.

  2. Corporate Seal: The corporate seal, if applicable, shall be in such form as the Board of Directors shall prescribe.

  3. Rules of Order: A short form of Robert’s Rules of Order shall govern all parliamentary questions not provided for in the Bylaws and administered by the board member designated as the chair at any and all regular or special meeting.

  4. Bylaws:TBB, Inc. reserves the right, from time to time, to amend, alter or repeal any of these Bylaws as may be authorized by the laws of the Great State of Michigan at the time in force, and provisions may be added or inserted in the manner and at the time prescribed by said laws. All rights at any time conferred upon the Directors or Officers or employees of TBB by these Bylaws are granted subject to the provisions of these bylaws. These bylaws may only be amended, altered, or repealed, in whole or in part, and one (1) or more new Bylaws adopted in addition to, or in lieu thereof, from time to time:

    1. By the affirmative vote of two-thirds (2/3) of the Directors of the Corporation casting their votes at a properly noticed meeting of the Board at which a quorum is present and in which twenty-five (25) day notice of the meeting has been sent to the Board that includes the proposed changes.

 

ARTICLE X: GOVERNANCE OF THE ORGANIZATION

 

  1. The Organization: It is the duty of the Board of Directors to govern TBB, Inc.

  2. Duties: The members of the Board of Directors shall perform the following duties forTBB:

    1. The President shall serve as the Chair of all committees of the whole and set the agenda for all Board meetings at which a quorum is required. The President is also responsible for all reporting, posting, publication and communications representing the organization to the public and governmental units.

    2. The Vice President shall assume all duties in the temporary or permanent absence of the President. The Vice President will be the chair of the Executive Committee and report to the President. The Vice President shall maintain and update the calendar and assist the president 

    3. The Secretary of the Board shall serve as the Secretary of TBB.

    4. The Treasurer of the Board shall serve as the Treasurer of TBB.

    5. The remaining Board members shall have such duties withinTBB as shall be defined by the Board.

  3. Policies and Procedures of the Organization: Policies and Procedures for TBB shall be promulgated by the Board of Directors by resolution and may be amended, repealed or otherwise changed by similar resolution.

  4. Differentiating Bylaws from Policies and Procedures: A Bylaw is defined as a rule or regulation which must be applied within TBB in determining the manner of the conduct of business and the rights and liabilities of members. Policies and procedures are rules which must be applied within TBB to the day to day activities of TBB. 

 

ARTICLE XI: GRIEVANCE RESOLUTION

 

Any board member may appeal an action affecting the directorship status of such board member by filing a written grievance with the Board and following the procedure as described herein and by appointment of an independent ombudsman hired by simple majority approval of all directors at a regularly scheduled or special meeting with the question to be considered on the agenda. The director whose status is affected may vote as long as it is within the period of their tenure.

  1. The Ombudsman: An Ombudsman shall, at the request of the Board, conduct fact finding regarding any appeal of a Board decision regarding board membership status, as provided for in Section 2.09 of these Bylaws, or for any board member who files a grievance against the Board, as provided in Section 2.10 of these Bylaws. The Ombudsman shall conduct independent fact finding regarding the appeal or grievance filing, and make a recommendation to the Board. The Ombudsman shall not be a current member of the Board.

  2. Ombudsman Duties: The Board may refer an appeal or request for review of a grievance to the Ombudsman, for fact finding, and mediation. The Ombudsman shall issue a written recommendation to the Board regarding the appeal or grievance within 30 days of the filing of the appeal, and a written report to the Board within 45 days of the filing of the appeal or grievance. The Secretary of the Board of Directors shall provide to the Ombudsman all documentation in the records of the Board of Directors of any appeal of its action or request for review of its ruling with the exception of the membership database which is expressly excluded from discovery by any member. The Ombudsman’s recommendation shall not be binding on the Board.

  3. Arbiter Duties: Any board member may appeal a decision by the Board and recommendation of the Ombudsman by filing an appeal and request for review of grievances by filing a request for arbitration with the Secretary. The Arbiter shall hear appeals and requests for review of grievances. Both the Board, as represented by a majority of the Board at a meeting at which a quorum is present, and the individual filing the grievance, must agree to the Arbitration. The Arbiter is not a member of the Board of Directors, nor should he/she simultaneously serve as an Officer or top level appointed staff member, but a distinct entity from the Board and appointed staff of TBB.

  4. Arbitration Procedure: The Arbiter shall convene a hearing within thirty (30) days of the receipt of a written appeal or request for review. The appellant or grieving party may present witnesses and other documentation at the hearing. The appellant, any Board member or member in good standing who has an interest in the matter may also present witnesses or other documentation at the hearing. The Arbiter may question any witness or call his/her own witnesses, and conduct further fact finding outside the hearing. All testimony shall be documented in writing, and copies of each document shall be provided by each of the parties to the Arbiter and to the opposing side. The Secretary of the Board of Directors shall provide to the Arbiter all documentation in the records of the Board of Directors of any appeal of its action or request for review of its ruling with the exception of the board membership database which is expressly excluded from discovery by any party. The Arbiter shall complete the hearings within sixty (60) days of the hearing date, and render a written report with findings and his/her decision no later than 90 days after the initial hearing has been held. The Arbiter shall issue such a decision only to the Board and to the party filing the appeal or grievance, and to no other party, agency, or electronic list. Testimony and findings, including evidence, shall be written and be provided to both parties to the appeal or grievance.

  5. Retention of Professional Arbiter: Either party may retain a professional Arbiter but unless otherwise agreed to, the party requesting professional arbitration shall pay the costs of such arbitration.

  6. Parties Bound by the Arbiter’s Ruling: The ruling of the Arbiter shall be binding on all parties and shall be in place and stead of any court determination. By agreeing to have a matter heard by the Arbiter, all parties relinquish any right to redress in a court of law or equity barring cases of fraud.

  7. Eligibility: Candidates for election to the Board, spouses and significant others of candidates for election to the Board are not eligible to be elected to the position of Ombudsman or Arbiter in the same term. 

  8. Qualifications and Election of the Ombudsman and Arbiter: The election of the Ombudsman and Arbiter shall be governed by the election policies and procedures as applicable to the election of Board members. The same person shall not simultaneously serve as Ombudsman and Arbiter. No member may serve as Ombudsman or Arbiter and simultaneously as a member of the Board. 

 

ARTICLE XII: INUREMENT

 

TBB is not organized for pecuniary profit or for the benefit of an individual or for-profit entity and shall not have authority to issue capital stock. No part of the net earnings of TBB shall inure to the benefit of, or be distributable to, its Directors, Officers, employees, members or other private persons, except that TBB shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and charitable distributions in furtherance of the purposes set forth herein.

 

ARTICLE XIII: WAIVER OF NOTICE

 

Whenever any notice whatsoever is required to be given under the provisions of the Act, TBB’s Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equitant to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends such meeting with the express purpose of objecting to the transaction of any business because the meeting was not lawfully called, posted or published.

 

ARTICLE XIV: DECLARATION OF POLICY

 

Responsibility and authority for any declaration of TBB policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Board. Members of committees, or other subdivisions of TBB, are not authorized directly or indirectly to commit TBB in any way or in any manner, financially or otherwise, without prior approval by the Board, except as specified in the approved budget or in specific resolutions of the Board. The Board, except as herein otherwise provided, shall have control of the affairs of TBB, including all matters relating to the acquisition, holding, management, control, investment and disposition of the funds and other property of TBB.

 

ARTICLE XV: OTHER GOVERNANCE DOCUMENTS

 

These Bylaws, including all amendments hereto, shall at all times be in conformance with and subservient to the  Articles of Incorporation of TBB. Any conflict or ambiguity with respect to these Bylaws and the Articles of Incorporation shall be resolved in favor of and with reference to the Articles of Incorporation, as the case may be.

 

ARTICLE XVI: GOVERNING LAW

 

All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of Michigan.

 

ARTICLE XVII: SEVERABILITY

 

All provisions of these Bylaws are severable. If any provision or portion thereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full force and effect.

 

Adopted at the organizational meeting of the Board of Directors this  7th day of July, 2021. 


 



The Blue Bead Incorporated
717 Neland Ave SE
Grand Rapids, Michigan 49506