MACES Bylaws
BYLAWS OF THE MICHIGAN ASSOCIATION FOR COUNSELOR EDUCATION AND SUPERVISION
A Division of the Michigan Counseling Association
Article I
Name and Purpose
Section 1. Name: The name of this Association shall be the Michigan Association for Counselor Education and Supervision (MACES), a state division of the Association of Counselor Education and Supervision (ACES) and a division of the Michigan Counseling Association (MCA) which is a state branch of the American Counseling Association (ACA).
Section 2. Affiliation: The Michigan Association for Counselor Education & Supervision is organized and governed in accordance with the Bylaws of MACES.
Section 3. Purpose: The purpose of the Association, shall be to advance counselor education and supervision to improve counseling and personnel services within and outside the profession. Members are persons in leadership positions: school and college guidance directors and coordinators, supervisors in counseling centers or community guidance service agencies, state, intermediate and local school district supervisors or assistants to supervisors, and counselor educators. The Association is organized and operated exclusively for charitable and educational purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1954.
Section 4. Dissolution: In the event of dissolution or final liquidation of the Association, the Executive Council shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Association, distribute all the assets of the Association to one or more of the following categories of recipients as the Executive Council of the Association shall determine:
a) a non-profit organization or organizations which may have been created to succeed the Association, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501 (a) of such Code as an organization described in section 501 (c)(3) of such Code; and/or b) a non-profit organization or organizations having similar aims and objects as the Association and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501 (1) of such Code as an organization described in section 501 (c)(3) of such Code. No part of the net earnings, gains or assets of the Association shall accrue to the benefit
of or be distributable to its directors, officers, other private individuals or organizations organized and operated for a profit (except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as herein above stated). No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall be empowered to make the election authorized under section 501 (h) of the Internal Revenue Code of 1954. The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the Association shall not carry on any activities not permitted to be carried on:
a) by an organization exempt from federal income taxation under section 501 (a) of the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such Code,
b) by an organization described in sections 509(a)(1), (2) or (3) of the Internal Revenue Code of 1954 (as the case may be), and/or,
c) by an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2) of the Internal Revenue Code of 1954. References herein to sections of the Internal Revenue Code of 1954, as amended, are to provisions of such Code as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law.
Article II
Membership
Section I. Types of Membership: This Association shall consist of three types of membership: professional, student and retired. Special memberships may be established by vote of the General Assembly upon recommendation of the Executive Council.
Section 2. Privileges of Membership:
a) Regular members shall have all the rights and privileges normally accorded members of a scientific, educational and professional association including the right to vote and hold elective office.
b) Student members shall have all the rights and privileges accorded regular members as long as they meet the criteria the Association prescribes for student membership.
c) Members in retirement shall be entitled to reduced annual dues and shall maintain all the privileges of regular members.
Section 3. Requirements for Membership:
a) To be eligible for membership, a person must be a member of the Michigan Counseling Association (MCA).
b) To be eligible for professional membership, a person must meet the requirements of subsection (c) of this section and:
1. be on the faculty of or affiliated with a college or University and be regularly engaged in the professional preparation of professional counselors or student personnel workers; or
2. be regularly engaged in performing the duties of a local, state or national supervisor of guidance, counseling or student personnel services, or in performing the duties of professional assistant to such supervisors; or
3. be otherwise regularly engaged in the professional leadership direction, coordination or supervision of state qualified counselors or other qualified professional guidance or student personnel workers. The term “regularly engaged" shall mean that the specified professional activity constitutes a significant and continuing aspect of the individual's professional work in accordance with criteria approved by the Executive Council.
c) In addition to meeting the requirements of sub-section (b) of this section, a person to be eligible for regular membership must be a recipient of a graduate degree conferred by a graduate school of recognized standing based in part upon course work providing preparation for performing the duties in sub-section (b) of this section.
d) To be eligible for student membership, a person shall be eligible for student membership in MCA and shall be actively enrolled in a graduate program leading to a graduate degree as described in (c) above.
e) A regular member may retain this status as long as the member maintains continuous membership in MCA. Any regular members whose membership is severed in accordance with Section 5 of this article and who applies for reinstatement as a regular member shall be required to meet, at the time of the member’s reinstatement, the then existing requirements.
Section 4. Membership Procedures. The Executive Council shall prescribe the forms and procedures to be used in approving applications for membership in accordance with policies established by MCA.
Section 5. Severance of Membership.
a) Failure to pay dues as prescribed by the Association and by MCA shall be interpreted as withdrawal from membership. Reinstatement shall be by renewed application, as in Section 3 of this Article.
b) A member may be dropped from membership for any conduct that tends to injure the Association or to adversely affect its reputation, or that is contrary to or destructive of its objectives according to the Bylaws and Code of Ethics of the Association. Complaints brought against members shall be processed according to the MACES Bylaws and the ACES Ethics Committee Policy and Procedure for Processing Complaints of Ethical Violations.
Article III
The Executive Council and the Executive Committee
Section 1. Functions of the Executive Council: The Executive Council shall be the agency through which the general administrative and executive functions of the Association shall be carried out. It shall perform the responsibilities assigned to it by these Bylaws and shall conduct, manage and control the business of the Association between General Assembly meetings, and report its actions to the General Assembly. It shall appoint the Treasurer and treasurer-designate – one year, for a term of two years.
It shall be responsible for appointing successors when elected officers cannot complete their terms otherwise provided for in these Bylaws.
Section 2. Membership on the Council: Voting members on the Executive Council shall be comprised of the President or Co-Presidents, Immediate Past-President or Co-Past-Presidents, President-Elect, Treasurer, and Secretary.
Section 3. The Executive Committee:
a) The Executive Committee of this Council shall consist of the President, President-Elect, Immediate Past-President, and any of these offices may consist of co-presidents; Secretary and Treasurer.
b) When meetings of the Council are desirable between meetings of the Association but conditions of time, distance or finances make such meetings of the Council impractical, the Council may by majority vote of its membership empower its Executive Committee to carry out its duties.
Article IV
Officers
Section 1. Elected Officials: The elected officials shall be a President (or Co-Presidents), a President-Elect (or Co-Presidents-Elect), a Secretary and a Treasurer. Each elected official must be a member of MCA.
Section 2. The Immediate Past-President: The Immediate Past-President shall serve as Chairperson of the Nominations and Elections Committee .
Section 3. The President or Co-Presidents. The President shall be the chief executive officer of the Association and Chair of its Executive Council. Subject to policies approved by the Executive Council, the President or Co-Presidents shall appoint chairs and members of all committees unless otherwise specifically provided for in these Bylaws or by the motion establishing such committees. The President or Co-Presidents shall hold ex-officio membership on all committees, and shall serve as the representative(s) to persons or groups outside the Association. The President or Co-Presidents shall report annually to the Executive Council, the General Assembly and the Association members regarding the business of the Association and other items of concern to the membership. Additionally, the President or Co-Presidents shall preside over all meetings of the General Assembly.
Section 4. The President-Elect. The President-Elect, or Co-Presidents Elect shall serve as President at all Association or Executive Council meetings in the absence of the President or Co-Presidents. The President-Elect or Co-Presidents Elect shall serve as Chair(s) of the Budget and Finance Committee and shall succeed to the presidency at the expiration of the term as President or Co-Presidents.
Section 5. The Secretary. The Secretary shall keep the records of the current activities of the Association, the Executive Council and its Executive Committee and shall perform such duties as assigned by the President and/or by the Executive Council.
Section 6. The Treasurer. The Treasurer shall represent the Association in assuring the receipt and expenditure of funds and shall operate in accordance with policy established by the MCA Board of Directors. The Treasurer shall perform the duties customary to the office and such additional duties as may be directed by the Executive Council.
Section 7. The Treasurer-Designate: The Treasurer-Designate shall serve, during the second year of the term of the Treasurer, as an assistant to the Treasurer, and shall undertake such other activities under the direction of the Treasurer as may be determined by the Executive Council to be desirable to enable the Treasurer-Designate to function effectively during the term of office as Treasurer. The Treasurer Designate shall succeed to the position of Treasurer one year after the appointment, or upon the prior occurrence of a vacancy in the office of Treasurer.
Section 8: The Graduate Student Representative shall be appointed by the President-Elect or Co-Presidents for a one-year term but may be re-appointed for a second year. The Graduate Student Representative is a voting member of the Executive Council and serves as Chair of the Graduate Student Committee.
Section 10. Nominations and Elections.
a) In accordance with policies approved by the Executive Council, the Nominations and Elections Committee shall conduct the nominations and elections of the Association, review and recommend procedures for carrying out the annual election in accordance with policies adopted by the Executive Council.
b) The procedures and forms to be used and the schedules to be followed in carrying out the provisions of subsection (a) shall conform with those established by MACES and by subsection (c).
a) Nominations and election ballots shall be prepared as follows:
1. The Nominations and Elections Committees shall conduct the primary election of officers by ballot, mailed first class or electronically, and separate from other Association business to the individual members of the Association unless otherwise specified in these Bylaws.
2. MACES, as a MCA Division, shall have the right to submit the names of not more than one (1) candidate each to be placed on the primary ballot for President-Elect and Secretary-Elect annually. The candidate must be eligible and willing to serve.
3. The Committee shall include on the nominated ballot the names of any members presented to it, provided that the candidates are eligible and willing to serve.
4. Nominations shall be submitted in writing by the MACES President or Co-Presidents by a timeline designed to meet all deadlines of the election process. Receipt of all nominations will be acknowledged in writing (or email) by the Committee Chairperson prior to mailing (or emailing) of the primary ballot. The past-president or past Co-Presidents, as Chair of the Nominations Committee, will be responsible for notifying the Association of the deadlines each year. MACES may submit nomination via e-mail in order to meet the deadlines.
5. The Committee shall have the power to place on the primary ballot the names of eligible and willing candidates and of the employment categories listed in Article 11, Section 3(b) of these Bylaws.
6. The Committee shall place on the final ballot the names of the individuals who are willing candidates.
Section 11. Vacancies in Unexpired Terms. The President-Elect (or Co-Presidents-Elect) shall succeed the President or Co-Presidents for any unexpired term and continue as President (or Co-President) for the terms for which the person was elected. In the case of vacancy in any elective office, the Executive Council shall have power to fill the same until the next election, and persons thus appointed to office shall be eligible for election to succeed themselves for one full term. The President shall have the power to appoint substitute representatives.
Section 12. Re-election: No elected officers of the Association may succeed themselves in office, except as provided in Section 10 of this Article. This provision does not abridge a member's right to be elected to any office at a later time.
Article V
The General Assembly
Section 1. Composition:
a) The General Assembly shall be composed of all members of the Association present and attending the annual meeting.
Section 2. Powers and Functions of the General Assembly:
a) The General Assembly shall take action on the recommendations of the President or Co-Presidents for the Association's tentative policies, budget and goals prior to the start of the new fiscal year.
b) The General Assembly shall exercise such other powers and functions as may be necessary or desirable in the best interests of the Association which are not in conflict with Association Bylaws.
Section 3. Meetings of the General Assembly.
a) The meeting of the General Assembly shall constitute the annual meeting of the membership of the Association. Additional meetings of the General Assembly may be called by a majority vote or petition of the members present and voting at the General Assembly meeting or by the Executive Council. The time and place of such additional meeting shall be fixed by the Executive Council. Notice thereof shall be given to all members of the General Assembly at least thirty (30) days prior to any such additional meetings.
b) The President (or Co-Presidents) of the Association shall preside at meetings of the General Assembly. In the absence of the President (or Co-Presidents), the President-Elect (or Co-Presidents-Elect) shall preside.
c) Each member of the General Assembly shall have one (1) vote.
d) Those Association members present and attending the General Assembly shall constitute a quorum.
e) Written reports, summarizing the progress of the Association, shall be submitted upon written request of the President or Co-Presidents.
f) Any Association members may present business for General Assembly consideration.
g) The annual meeting of the General Assembly shall be held during the annual MCA Convention and shall note exceed two hours in length.
Article VI
Business Affairs of the Association
Section 1. Dues.
a) Annual dues shall be set by the Executive Council in accordance with the MACES Bylaws.
b) The Executive Council shall not establish any increase in Association dues unless such action is ratified by the majority of the members voting in a mail ballot or by a majority of the General Assembly present and voting, provided that a notice of such proposed action shall have been mailed to the Association members at least 30 days prior to such meeting,
Section 2. Parliamentary Authority. The Parliamentary authority for the meeting of the Association shall be the current edition of Robert's Rules of Order. A Parliamentarian shall be present at all official meetings of the General Assembly. A Parliamentarian shall be appointed by the President and should not be a voting member of the General Assembly.
Section 3. Reports. The Executive Council, the officers, and the chairs of each standing committee, special Committee and interest network shall submit a report concerning their activities to the President and to the Secretary of the Association at least 30 days prior to the annual meeting of the General Assembly, and at such other times as the President or Co-Presidents may direct.
The Association shall transmit to the MCA President the names of its officers forthwith upon their election or appointment. Each Division shall transmit, before June 30th of each year, a written annual report and financial statement to the President on a prescribed form.
Section 4. Fiscal Year. The fiscal year of the Association shall coincide with the fiscal year of MCA.
Section 5. Interests of Members in Association Property. No member shall have any severable or transferable interest in the property of the Association. All rights, title and interest of a member in and to the property of the Association shall cease upon the members being dropped from the membership roll, expulsion from the Association or death. Upon dissolution of the Association, none of its property or assets shall be distributed to any of the members, and all such property or assets shall be distributed as specified in Article 1, Section 4.
Article VII
Publications
Section 1. Official Publication:
a) Subject to the Bylaws of MACES, the official journal of this Association shall be designated as The Journal of the Michigan Association of Counselor Education and Supervision.
b) Actions taken by the MACES Executive Council and the General Assembly will be published in the online MACES Newsletter or online. A copy of the Executive Council and General Assembly minutes will be posted online.
c) The President or Co-Presidents of the Association shall with the approval of the Executive Council, appoint a newsletter editor and such other staff as may be deemed necessary to carry out the provisions of this Article.
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Section 2. Other Publication and Media Resources: The Executive Council may authorize from time to time such other publications and media resources as may be deemed desirable.
Article VIII
Committees
Section 1. Standing and Special Committees. There shall be two types of committees of the Association: Standing Committees and Special Ad Hoc Committees.
Section 2. Standing Committees. Standing Committees are those committees constituted to perform a continuing function, essential to the ongoing organizational structure of the Association, and remain in existence for the life of the Association. Their functions are described in the Association's Bylaws. Standing Committees can be changed only by a change in the Bylaws of the Association.
Section 3. Special Committees: Special Committees may be authorized by the Executive Council or the General Assembly to carry out a specified task, at the completion of which they automatically cease to exist. Special Committees shall serve as long as the Association wishes them to continue, and will report annually to the Executive Council. Special Committees may be appointed, renewed, altered or discontinued without a Bylaws change. They are designed to serve the mission and program, as opposed to the organizational structure, of the Association.
Section 4. The Standing Committees of the Association: The Standing Committees of the Association shall be one or more of the following:
a) Awards Committee
b) Budget and Finance Committee
c) Bylaws and Resolutions Committee
d) MACES Convention Committee
e) Product Development Committee
f) Membership Committee
g) Nominations and Elections Committee
h) Strategic Planning Committee
i) Graduate Student Committee
j) Research Awards Committee
k) Financial Investment Committee
Section 5. Standing Committee Functions. The functions of the Standing Committees shall be as follows:
a) The Awards Committee oversees and coordinates the invitation for, review of, and selection of the recipients for all awards given by the Association. This includes preparation of announcements calling for nominations, monitoring of award criteria, carrying out all responsibilities associated with the annual determination of awardees, and making periodic reports to the Executive Council and General Assembly with respect to new awards, amended criteria and elimination of various awards.
b) The Budget and Finance Committee shall be responsible for preparation and presentation of the annual budget, and shall carry out such other activities as may be assigned by the Executive Council or the President or Co-Presidents. It shall also monitor and confer as needed regarding MACES finances and report to the Executive Council.
c) The Bylaws and Resolutions Committee shall receive and review proposals for amending the Bylaws and all resolutions submitted by various components of the Association. The Committee shall present proposed amendments, in accordance with Article V, to the Executive Council, and resolutions to the General Assembly through the Executive Council for action.
d) The MACES Conventions/Conference/Workshop Committee shall be responsible for review and determination of programs and arrangements for MACES Conventions/Conferences/Workshops. The Committee shall also be responsible for the development and monitoring of criteria for program selection as well as suggestions for programming innovation and format improvements.
e) The Product Development Committee shall oversee the development of media, publications and non-print resources and coordinate the promotion and marketing of all media of the Association with the approval of the Executive Council.
f) The Membership Committee shall actively promote MACES Membership
g) The Nominations and Elections Committees shall be responsible for carrying out nominations and elections procedures in concert with the MACES nominations and elections timetables and procedures. Membership shall consist of the Immediate Past-President or Past-Co-Presidents who shall be chair.
h) The Strategic Planning Committee shall be responsible for long-term planning as related to the Association's purpose, goals, plans, and philosophy. The Committee will solicit information from membership on these matters and communicate those issues to the President and the Executive Council for action. The Committee will also develop a long-range Plan for approval by the Executive Council and the membership, and will monitor progress toward fulfilling that plan for the duration of the plan.
i) The Graduate Student Committee shall be responsible for coordinating all activities of the graduate student members of MACES (as defined in Article VII, Section 2 (d)). Duties of the Committee include: identifying annual goals and objectives; preparing a budget for consideration by the Executive Council; planning special graduate student activities at MACES Conventions/Conferences/Workshops; and maintaining a Committee membership and roster of at least (20) members. The Graduate Student Representative serves as Chair of the Graduate Student Committee.
Section 6. Terms of Committee Members. No person shall serve on the same committee for more than three consecutive years except by vote of the General Assembly or as otherwise specified in these Bylaws. Chairs of all committees shall serve for a period of one year, but may be re-appointed to succeed themselves. The Executive Council or the General Assembly may waive the one-year term for committee chairs and appoint same to two or three-year terms as such action is deemed to be in the best interests of the Association.
Article IX
Interest Networks
Section 1. Interest Networks. Interest networks may be authorized by the General Assembly or by the Executive Council. Such networks identified by professional interest areas shall be as long as there is need and may be deactivated by the Executive Council. Chairs shall serve for a period of one year, but may be reappointed if such action is deemed to be in the best interests of the Association.
a) The chairperson of each interest network must be a regular member of the Association.
b) The chairperson shall be selected by the MACES President-Elect or Co-Presidents-Elect.
c) The chairpersons shall develop goals and objectives and submit recommended actions and necessary reports to the Executive Council .
Article X
Indemnification
Section 1: The Association shall indemnify each member of its Executive Council as described in Article III, Section 2, each of its officers, as described in Article IV, Section 1, and each of the members of each of its Standing Committees and their agents, for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.
Section 2: The Association shall indemnify each of its Council members, officer and committee members and their agents, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement and reasonable expenses including attorneys fees, actually and necessarily incurred or imposed as a result of such action or proceeding, or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a Council member, officer or committee member or agent and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Association, and in the case of criminal action or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Executive Council acting (1) by a quorum consisting of Council members who are not parties to such action or proceeding upon finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Council member, officer or committee member or agent has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Executive Council, it may rely, as to all questions of law, on the advice of independent legal counsel.
Section 3: Every reference herein to a member of the Executive Council, officer or committee member or agent of the Association shall include every Council member, officer and committee member or agent thereof or former Council member, officer and committee member and agent thereof. This indemnification shall apply to all judgments, fines, amounts in settlements and reasonable expenses described above whenever arising allowable as above stated. The right of indemnification herein provided shall be in addition to any and all rights to which any Council member, officer or committee member or agent of the Association might otherwise be entitled and the provision hereof shall neither impair nor adversely affect such right.
Article XI
Bylaws
Section 1. Amendment; These Bylaws may be amended from time to time as follows:
a) The Executive Council may propose amendments for approval by the Association.
b) Proposed amendments may be submitted to the Executive Council and the General Assembly through the Association by the executive body of MACES or upon petition signed by at least ten (10) voting members of the Association. Such proposals shall be submitted at least thirty (30) days prior to the meeting of the General Assembly at which such proposed amendments are to be discussed.
c) At least thirty (30) days prior to General Assembly action, the proposed amendments and the Executive Council's recommendations shall be made available to all members of the Association.
d) Proposed amendments recommended by the Executive Council and/or General Assembly shall be acted upon by the Association by either of the two following methods:
1. by the affirmative vote of at least two-thirds of the General Assembly present at a scheduled meeting of the Association at least thirty (30) days after notification of members as required in subsection (c) of this section.
2. by the affirmative vote of at least two-thirds of the members voting in a mail or electronic ballot, provided that the proposed amendment shall have been discussed at any Association meeting unless the Executive Council declares that emergency action is required.
e) The Association may, by action at a scheduled meeting of the General Assembly, provide that a proposed amendment, not supported by the Executive Council, be submitted for approval by mail or electronic ballot in accordance with (d) (2) above.
A Division of the Michigan Counseling Association
Article I
Name and Purpose
Section 1. Name: The name of this Association shall be the Michigan Association for Counselor Education and Supervision (MACES), a state division of the Association of Counselor Education and Supervision (ACES) and a division of the Michigan Counseling Association (MCA) which is a state branch of the American Counseling Association (ACA).
Section 2. Affiliation: The Michigan Association for Counselor Education & Supervision is organized and governed in accordance with the Bylaws of MACES.
Section 3. Purpose: The purpose of the Association, shall be to advance counselor education and supervision to improve counseling and personnel services within and outside the profession. Members are persons in leadership positions: school and college guidance directors and coordinators, supervisors in counseling centers or community guidance service agencies, state, intermediate and local school district supervisors or assistants to supervisors, and counselor educators. The Association is organized and operated exclusively for charitable and educational purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1954.
Section 4. Dissolution: In the event of dissolution or final liquidation of the Association, the Executive Council shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Association, distribute all the assets of the Association to one or more of the following categories of recipients as the Executive Council of the Association shall determine:
a) a non-profit organization or organizations which may have been created to succeed the Association, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501 (a) of such Code as an organization described in section 501 (c)(3) of such Code; and/or b) a non-profit organization or organizations having similar aims and objects as the Association and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501 (1) of such Code as an organization described in section 501 (c)(3) of such Code. No part of the net earnings, gains or assets of the Association shall accrue to the benefit
of or be distributable to its directors, officers, other private individuals or organizations organized and operated for a profit (except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as herein above stated). No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall be empowered to make the election authorized under section 501 (h) of the Internal Revenue Code of 1954. The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the Association shall not carry on any activities not permitted to be carried on:
a) by an organization exempt from federal income taxation under section 501 (a) of the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such Code,
b) by an organization described in sections 509(a)(1), (2) or (3) of the Internal Revenue Code of 1954 (as the case may be), and/or,
c) by an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2) of the Internal Revenue Code of 1954. References herein to sections of the Internal Revenue Code of 1954, as amended, are to provisions of such Code as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law.
Article II
Membership
Section I. Types of Membership: This Association shall consist of three types of membership: professional, student and retired. Special memberships may be established by vote of the General Assembly upon recommendation of the Executive Council.
Section 2. Privileges of Membership:
a) Regular members shall have all the rights and privileges normally accorded members of a scientific, educational and professional association including the right to vote and hold elective office.
b) Student members shall have all the rights and privileges accorded regular members as long as they meet the criteria the Association prescribes for student membership.
c) Members in retirement shall be entitled to reduced annual dues and shall maintain all the privileges of regular members.
Section 3. Requirements for Membership:
a) To be eligible for membership, a person must be a member of the Michigan Counseling Association (MCA).
b) To be eligible for professional membership, a person must meet the requirements of subsection (c) of this section and:
1. be on the faculty of or affiliated with a college or University and be regularly engaged in the professional preparation of professional counselors or student personnel workers; or
2. be regularly engaged in performing the duties of a local, state or national supervisor of guidance, counseling or student personnel services, or in performing the duties of professional assistant to such supervisors; or
3. be otherwise regularly engaged in the professional leadership direction, coordination or supervision of state qualified counselors or other qualified professional guidance or student personnel workers. The term “regularly engaged" shall mean that the specified professional activity constitutes a significant and continuing aspect of the individual's professional work in accordance with criteria approved by the Executive Council.
c) In addition to meeting the requirements of sub-section (b) of this section, a person to be eligible for regular membership must be a recipient of a graduate degree conferred by a graduate school of recognized standing based in part upon course work providing preparation for performing the duties in sub-section (b) of this section.
d) To be eligible for student membership, a person shall be eligible for student membership in MCA and shall be actively enrolled in a graduate program leading to a graduate degree as described in (c) above.
e) A regular member may retain this status as long as the member maintains continuous membership in MCA. Any regular members whose membership is severed in accordance with Section 5 of this article and who applies for reinstatement as a regular member shall be required to meet, at the time of the member’s reinstatement, the then existing requirements.
Section 4. Membership Procedures. The Executive Council shall prescribe the forms and procedures to be used in approving applications for membership in accordance with policies established by MCA.
Section 5. Severance of Membership.
a) Failure to pay dues as prescribed by the Association and by MCA shall be interpreted as withdrawal from membership. Reinstatement shall be by renewed application, as in Section 3 of this Article.
b) A member may be dropped from membership for any conduct that tends to injure the Association or to adversely affect its reputation, or that is contrary to or destructive of its objectives according to the Bylaws and Code of Ethics of the Association. Complaints brought against members shall be processed according to the MACES Bylaws and the ACES Ethics Committee Policy and Procedure for Processing Complaints of Ethical Violations.
Article III
The Executive Council and the Executive Committee
Section 1. Functions of the Executive Council: The Executive Council shall be the agency through which the general administrative and executive functions of the Association shall be carried out. It shall perform the responsibilities assigned to it by these Bylaws and shall conduct, manage and control the business of the Association between General Assembly meetings, and report its actions to the General Assembly. It shall appoint the Treasurer and treasurer-designate – one year, for a term of two years.
It shall be responsible for appointing successors when elected officers cannot complete their terms otherwise provided for in these Bylaws.
Section 2. Membership on the Council: Voting members on the Executive Council shall be comprised of the President or Co-Presidents, Immediate Past-President or Co-Past-Presidents, President-Elect, Treasurer, and Secretary.
Section 3. The Executive Committee:
a) The Executive Committee of this Council shall consist of the President, President-Elect, Immediate Past-President, and any of these offices may consist of co-presidents; Secretary and Treasurer.
b) When meetings of the Council are desirable between meetings of the Association but conditions of time, distance or finances make such meetings of the Council impractical, the Council may by majority vote of its membership empower its Executive Committee to carry out its duties.
Article IV
Officers
Section 1. Elected Officials: The elected officials shall be a President (or Co-Presidents), a President-Elect (or Co-Presidents-Elect), a Secretary and a Treasurer. Each elected official must be a member of MCA.
Section 2. The Immediate Past-President: The Immediate Past-President shall serve as Chairperson of the Nominations and Elections Committee .
Section 3. The President or Co-Presidents. The President shall be the chief executive officer of the Association and Chair of its Executive Council. Subject to policies approved by the Executive Council, the President or Co-Presidents shall appoint chairs and members of all committees unless otherwise specifically provided for in these Bylaws or by the motion establishing such committees. The President or Co-Presidents shall hold ex-officio membership on all committees, and shall serve as the representative(s) to persons or groups outside the Association. The President or Co-Presidents shall report annually to the Executive Council, the General Assembly and the Association members regarding the business of the Association and other items of concern to the membership. Additionally, the President or Co-Presidents shall preside over all meetings of the General Assembly.
Section 4. The President-Elect. The President-Elect, or Co-Presidents Elect shall serve as President at all Association or Executive Council meetings in the absence of the President or Co-Presidents. The President-Elect or Co-Presidents Elect shall serve as Chair(s) of the Budget and Finance Committee and shall succeed to the presidency at the expiration of the term as President or Co-Presidents.
Section 5. The Secretary. The Secretary shall keep the records of the current activities of the Association, the Executive Council and its Executive Committee and shall perform such duties as assigned by the President and/or by the Executive Council.
Section 6. The Treasurer. The Treasurer shall represent the Association in assuring the receipt and expenditure of funds and shall operate in accordance with policy established by the MCA Board of Directors. The Treasurer shall perform the duties customary to the office and such additional duties as may be directed by the Executive Council.
Section 7. The Treasurer-Designate: The Treasurer-Designate shall serve, during the second year of the term of the Treasurer, as an assistant to the Treasurer, and shall undertake such other activities under the direction of the Treasurer as may be determined by the Executive Council to be desirable to enable the Treasurer-Designate to function effectively during the term of office as Treasurer. The Treasurer Designate shall succeed to the position of Treasurer one year after the appointment, or upon the prior occurrence of a vacancy in the office of Treasurer.
Section 8: The Graduate Student Representative shall be appointed by the President-Elect or Co-Presidents for a one-year term but may be re-appointed for a second year. The Graduate Student Representative is a voting member of the Executive Council and serves as Chair of the Graduate Student Committee.
Section 10. Nominations and Elections.
a) In accordance with policies approved by the Executive Council, the Nominations and Elections Committee shall conduct the nominations and elections of the Association, review and recommend procedures for carrying out the annual election in accordance with policies adopted by the Executive Council.
b) The procedures and forms to be used and the schedules to be followed in carrying out the provisions of subsection (a) shall conform with those established by MACES and by subsection (c).
a) Nominations and election ballots shall be prepared as follows:
1. The Nominations and Elections Committees shall conduct the primary election of officers by ballot, mailed first class or electronically, and separate from other Association business to the individual members of the Association unless otherwise specified in these Bylaws.
2. MACES, as a MCA Division, shall have the right to submit the names of not more than one (1) candidate each to be placed on the primary ballot for President-Elect and Secretary-Elect annually. The candidate must be eligible and willing to serve.
3. The Committee shall include on the nominated ballot the names of any members presented to it, provided that the candidates are eligible and willing to serve.
4. Nominations shall be submitted in writing by the MACES President or Co-Presidents by a timeline designed to meet all deadlines of the election process. Receipt of all nominations will be acknowledged in writing (or email) by the Committee Chairperson prior to mailing (or emailing) of the primary ballot. The past-president or past Co-Presidents, as Chair of the Nominations Committee, will be responsible for notifying the Association of the deadlines each year. MACES may submit nomination via e-mail in order to meet the deadlines.
5. The Committee shall have the power to place on the primary ballot the names of eligible and willing candidates and of the employment categories listed in Article 11, Section 3(b) of these Bylaws.
6. The Committee shall place on the final ballot the names of the individuals who are willing candidates.
Section 11. Vacancies in Unexpired Terms. The President-Elect (or Co-Presidents-Elect) shall succeed the President or Co-Presidents for any unexpired term and continue as President (or Co-President) for the terms for which the person was elected. In the case of vacancy in any elective office, the Executive Council shall have power to fill the same until the next election, and persons thus appointed to office shall be eligible for election to succeed themselves for one full term. The President shall have the power to appoint substitute representatives.
Section 12. Re-election: No elected officers of the Association may succeed themselves in office, except as provided in Section 10 of this Article. This provision does not abridge a member's right to be elected to any office at a later time.
Article V
The General Assembly
Section 1. Composition:
a) The General Assembly shall be composed of all members of the Association present and attending the annual meeting.
Section 2. Powers and Functions of the General Assembly:
a) The General Assembly shall take action on the recommendations of the President or Co-Presidents for the Association's tentative policies, budget and goals prior to the start of the new fiscal year.
b) The General Assembly shall exercise such other powers and functions as may be necessary or desirable in the best interests of the Association which are not in conflict with Association Bylaws.
Section 3. Meetings of the General Assembly.
a) The meeting of the General Assembly shall constitute the annual meeting of the membership of the Association. Additional meetings of the General Assembly may be called by a majority vote or petition of the members present and voting at the General Assembly meeting or by the Executive Council. The time and place of such additional meeting shall be fixed by the Executive Council. Notice thereof shall be given to all members of the General Assembly at least thirty (30) days prior to any such additional meetings.
b) The President (or Co-Presidents) of the Association shall preside at meetings of the General Assembly. In the absence of the President (or Co-Presidents), the President-Elect (or Co-Presidents-Elect) shall preside.
c) Each member of the General Assembly shall have one (1) vote.
d) Those Association members present and attending the General Assembly shall constitute a quorum.
e) Written reports, summarizing the progress of the Association, shall be submitted upon written request of the President or Co-Presidents.
f) Any Association members may present business for General Assembly consideration.
g) The annual meeting of the General Assembly shall be held during the annual MCA Convention and shall note exceed two hours in length.
Article VI
Business Affairs of the Association
Section 1. Dues.
a) Annual dues shall be set by the Executive Council in accordance with the MACES Bylaws.
b) The Executive Council shall not establish any increase in Association dues unless such action is ratified by the majority of the members voting in a mail ballot or by a majority of the General Assembly present and voting, provided that a notice of such proposed action shall have been mailed to the Association members at least 30 days prior to such meeting,
Section 2. Parliamentary Authority. The Parliamentary authority for the meeting of the Association shall be the current edition of Robert's Rules of Order. A Parliamentarian shall be present at all official meetings of the General Assembly. A Parliamentarian shall be appointed by the President and should not be a voting member of the General Assembly.
Section 3. Reports. The Executive Council, the officers, and the chairs of each standing committee, special Committee and interest network shall submit a report concerning their activities to the President and to the Secretary of the Association at least 30 days prior to the annual meeting of the General Assembly, and at such other times as the President or Co-Presidents may direct.
The Association shall transmit to the MCA President the names of its officers forthwith upon their election or appointment. Each Division shall transmit, before June 30th of each year, a written annual report and financial statement to the President on a prescribed form.
Section 4. Fiscal Year. The fiscal year of the Association shall coincide with the fiscal year of MCA.
Section 5. Interests of Members in Association Property. No member shall have any severable or transferable interest in the property of the Association. All rights, title and interest of a member in and to the property of the Association shall cease upon the members being dropped from the membership roll, expulsion from the Association or death. Upon dissolution of the Association, none of its property or assets shall be distributed to any of the members, and all such property or assets shall be distributed as specified in Article 1, Section 4.
Article VII
Publications
Section 1. Official Publication:
a) Subject to the Bylaws of MACES, the official journal of this Association shall be designated as The Journal of the Michigan Association of Counselor Education and Supervision.
b) Actions taken by the MACES Executive Council and the General Assembly will be published in the online MACES Newsletter or online. A copy of the Executive Council and General Assembly minutes will be posted online.
c) The President or Co-Presidents of the Association shall with the approval of the Executive Council, appoint a newsletter editor and such other staff as may be deemed necessary to carry out the provisions of this Article.
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Section 2. Other Publication and Media Resources: The Executive Council may authorize from time to time such other publications and media resources as may be deemed desirable.
Article VIII
Committees
Section 1. Standing and Special Committees. There shall be two types of committees of the Association: Standing Committees and Special Ad Hoc Committees.
Section 2. Standing Committees. Standing Committees are those committees constituted to perform a continuing function, essential to the ongoing organizational structure of the Association, and remain in existence for the life of the Association. Their functions are described in the Association's Bylaws. Standing Committees can be changed only by a change in the Bylaws of the Association.
Section 3. Special Committees: Special Committees may be authorized by the Executive Council or the General Assembly to carry out a specified task, at the completion of which they automatically cease to exist. Special Committees shall serve as long as the Association wishes them to continue, and will report annually to the Executive Council. Special Committees may be appointed, renewed, altered or discontinued without a Bylaws change. They are designed to serve the mission and program, as opposed to the organizational structure, of the Association.
Section 4. The Standing Committees of the Association: The Standing Committees of the Association shall be one or more of the following:
a) Awards Committee
b) Budget and Finance Committee
c) Bylaws and Resolutions Committee
d) MACES Convention Committee
e) Product Development Committee
f) Membership Committee
g) Nominations and Elections Committee
h) Strategic Planning Committee
i) Graduate Student Committee
j) Research Awards Committee
k) Financial Investment Committee
Section 5. Standing Committee Functions. The functions of the Standing Committees shall be as follows:
a) The Awards Committee oversees and coordinates the invitation for, review of, and selection of the recipients for all awards given by the Association. This includes preparation of announcements calling for nominations, monitoring of award criteria, carrying out all responsibilities associated with the annual determination of awardees, and making periodic reports to the Executive Council and General Assembly with respect to new awards, amended criteria and elimination of various awards.
b) The Budget and Finance Committee shall be responsible for preparation and presentation of the annual budget, and shall carry out such other activities as may be assigned by the Executive Council or the President or Co-Presidents. It shall also monitor and confer as needed regarding MACES finances and report to the Executive Council.
c) The Bylaws and Resolutions Committee shall receive and review proposals for amending the Bylaws and all resolutions submitted by various components of the Association. The Committee shall present proposed amendments, in accordance with Article V, to the Executive Council, and resolutions to the General Assembly through the Executive Council for action.
d) The MACES Conventions/Conference/Workshop Committee shall be responsible for review and determination of programs and arrangements for MACES Conventions/Conferences/Workshops. The Committee shall also be responsible for the development and monitoring of criteria for program selection as well as suggestions for programming innovation and format improvements.
e) The Product Development Committee shall oversee the development of media, publications and non-print resources and coordinate the promotion and marketing of all media of the Association with the approval of the Executive Council.
f) The Membership Committee shall actively promote MACES Membership
g) The Nominations and Elections Committees shall be responsible for carrying out nominations and elections procedures in concert with the MACES nominations and elections timetables and procedures. Membership shall consist of the Immediate Past-President or Past-Co-Presidents who shall be chair.
h) The Strategic Planning Committee shall be responsible for long-term planning as related to the Association's purpose, goals, plans, and philosophy. The Committee will solicit information from membership on these matters and communicate those issues to the President and the Executive Council for action. The Committee will also develop a long-range Plan for approval by the Executive Council and the membership, and will monitor progress toward fulfilling that plan for the duration of the plan.
i) The Graduate Student Committee shall be responsible for coordinating all activities of the graduate student members of MACES (as defined in Article VII, Section 2 (d)). Duties of the Committee include: identifying annual goals and objectives; preparing a budget for consideration by the Executive Council; planning special graduate student activities at MACES Conventions/Conferences/Workshops; and maintaining a Committee membership and roster of at least (20) members. The Graduate Student Representative serves as Chair of the Graduate Student Committee.
Section 6. Terms of Committee Members. No person shall serve on the same committee for more than three consecutive years except by vote of the General Assembly or as otherwise specified in these Bylaws. Chairs of all committees shall serve for a period of one year, but may be re-appointed to succeed themselves. The Executive Council or the General Assembly may waive the one-year term for committee chairs and appoint same to two or three-year terms as such action is deemed to be in the best interests of the Association.
Article IX
Interest Networks
Section 1. Interest Networks. Interest networks may be authorized by the General Assembly or by the Executive Council. Such networks identified by professional interest areas shall be as long as there is need and may be deactivated by the Executive Council. Chairs shall serve for a period of one year, but may be reappointed if such action is deemed to be in the best interests of the Association.
a) The chairperson of each interest network must be a regular member of the Association.
b) The chairperson shall be selected by the MACES President-Elect or Co-Presidents-Elect.
c) The chairpersons shall develop goals and objectives and submit recommended actions and necessary reports to the Executive Council .
Article X
Indemnification
Section 1: The Association shall indemnify each member of its Executive Council as described in Article III, Section 2, each of its officers, as described in Article IV, Section 1, and each of the members of each of its Standing Committees and their agents, for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.
Section 2: The Association shall indemnify each of its Council members, officer and committee members and their agents, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement and reasonable expenses including attorneys fees, actually and necessarily incurred or imposed as a result of such action or proceeding, or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a Council member, officer or committee member or agent and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Association, and in the case of criminal action or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if the Association shall be advised by its Executive Council acting (1) by a quorum consisting of Council members who are not parties to such action or proceeding upon finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Council member, officer or committee member or agent has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Executive Council, it may rely, as to all questions of law, on the advice of independent legal counsel.
Section 3: Every reference herein to a member of the Executive Council, officer or committee member or agent of the Association shall include every Council member, officer and committee member or agent thereof or former Council member, officer and committee member and agent thereof. This indemnification shall apply to all judgments, fines, amounts in settlements and reasonable expenses described above whenever arising allowable as above stated. The right of indemnification herein provided shall be in addition to any and all rights to which any Council member, officer or committee member or agent of the Association might otherwise be entitled and the provision hereof shall neither impair nor adversely affect such right.
Article XI
Bylaws
Section 1. Amendment; These Bylaws may be amended from time to time as follows:
a) The Executive Council may propose amendments for approval by the Association.
b) Proposed amendments may be submitted to the Executive Council and the General Assembly through the Association by the executive body of MACES or upon petition signed by at least ten (10) voting members of the Association. Such proposals shall be submitted at least thirty (30) days prior to the meeting of the General Assembly at which such proposed amendments are to be discussed.
c) At least thirty (30) days prior to General Assembly action, the proposed amendments and the Executive Council's recommendations shall be made available to all members of the Association.
d) Proposed amendments recommended by the Executive Council and/or General Assembly shall be acted upon by the Association by either of the two following methods:
1. by the affirmative vote of at least two-thirds of the General Assembly present at a scheduled meeting of the Association at least thirty (30) days after notification of members as required in subsection (c) of this section.
2. by the affirmative vote of at least two-thirds of the members voting in a mail or electronic ballot, provided that the proposed amendment shall have been discussed at any Association meeting unless the Executive Council declares that emergency action is required.
e) The Association may, by action at a scheduled meeting of the General Assembly, provide that a proposed amendment, not supported by the Executive Council, be submitted for approval by mail or electronic ballot in accordance with (d) (2) above.
Michigan Association for Counselor Education and Supervision
Email: michiganaces@gmail.com
© 2019 MACES
Email: michiganaces@gmail.com
© 2019 MACES
