Article 1. Name

The name of this organization, a nonprofit association, shall be Southeastern Michigan Beekeepers Association, Inc., hereafter referred to as SEMBA or association.

Article 2. Purpose and Organization

2.1 Purpose

The purpose of this association is to advance the understanding of honey bees and beekeeping; grow the beekeeping community and improve the health of honeybees everywhere through education, training and experience.

2.2 Organization.

The association is organized exclusively for the purposes described under Section 2.01 and it operates under Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of SEMBA will inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that SEMBA shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the organizing document and the application for federal tax exemption.

The activities, statement and actions of officers, actual operations, and constitution and bylaws of SEMBA will comply with and be limited by requirements, current and future of the SEMBA’s Articles of Incorporation and Amendments, and Section 501(c)(3) of the Internal Revenue Code.

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 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 of these articles, the association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2.3 Nondiscrimination.

SEMBA, by its directors, officers and members, shall not discriminate against or exhibit any preference toward any person or group on the basis of race, creed, national origin, sexual orientation, sexual practice, religion, gender, gender identification or anyone with any other immutable characteristics.

Article 3. Affiliation

3.1 Association Affiliation

The association is affiliated with Michigan Beekeepers Association.

3.2 Member Affiliation

The association encourages individuals interested in its purposes to become members and to support SEMBA, by submission of their own membership dues and/or contributions.

Article 4. Membership

4.1 Membership Categories

Membership in SEMBA shall include one or more categories as defined in its bylaws.

4.2 Dues

The association shall levy dues as defined in its bylaws.

4.3 Directorship Basis

The association is organized on a nonstock, directorship basis under the Michigan Nonprofit Corporation Act of 1982, as amended (the “Act”). Even though the corporation may have members, those members shall play no role in the governance of the corporation and shall have no right to vote on any issue affecting the corporation. Although the officers may notify the members about meetings and may permit members to attend meetings, the Executive Committee is not required to provide notice to the members and may exclude anyone who is not an officer from a meeting of the Executive Committee.

Article 5. Officers

5.1 Officers

The officers of SEMBA shall consist of president, vice-president, secretary, treasurer, historian, representative to the Michigan Beekeepers Association, and directors. Officer duties are defined in the bylaws.

5.2 Executive Committee

The officers shall constitute the Executive Committee. The Executive Committee shall be the governing body of the association.

5.3 Standing Committees

The president shall have the authority to appoint standing committees while in office. The chair of each committee will be invited to attend all Executive Committee meetings. Committees may be established as described in the bylaws.

5.4 Election of Officers

The Executive Committee shall notify the membership of open applications for positions at least 60 days prior to voting. Interested candidates must be members in good standing in order to apply.

The Executive Committee shall vote to elect officers. Members of the Executive Committee may identify a member of SEMBA as a proxy to vote in their stead at the annual election by written notice to the Executive Committee no later than 24 hours prior to the voting meeting.

After applications are closed and voting has occurred, the president, vice-president, secretary, treasurer, historian, representative to the Michigan Beekeepers Association and directors shall be elected by a simple majority vote of the Executive Committee. The newly elected officers shall assume duties immediately after the election.

Vacancies in any office of SEMBA may be filled by a simple majority vote of the Executive Committee.

5.5 Terms of Office

All officers shall be elected or appointed for office for the duration defined in the bylaws.

Article 6. Meetings

6.1 Executive Committee Meetings

The Executive Committee shall meet monthly to discuss, plan and manage any required efforts to maintain the association. Members in good standing may attend the Executive Committee meetings when there is a topic they wish to present to the Executive Committee for discussion.

6.2 Special Meetings of Executive Committee

Special meetings of the Executive Committee shall be called by the president or on written request of two-thirds of the members of the Executive Committee.

6.3 Quorum

In Executive Committee meetings, the quorum consists of 50% of the Executive Committee members attending in person or by proxy.

6.4 Issues

Issues, except amendments to this constitution or its bylaws, shall be decided in meetings of the Executive Committee by a simple majority vote of the Executive Committee members.

.05 Rules of Order

The rules contained in Roberts Rules of Order (revised) shall govern this association in all cases to which they are applicable and are not inconsistent with this constitution and its bylaws.

Article 7. Amendments

The constitution or bylaws of SEMBA may be altered or amended by following the process below.

7.1 Requests

All request(s) to amend the constitution or bylaws shall be proposed in writing to the president or the vice-president by a majority of the Executive Committee.

7.2 Voting

Amendments to the constitution and bylaws may be adopted by approval of not less than two-thirds of all the votes cast by the Executive Committee members present at the meeting in person or by proxy. Quorum must be met to vote on proposed amendments.

7.3 Limitations

Amendments may not be adopted which oppose the content or intent of SEMBA Articles of Incorporation or Section 501(c)(3) of the Internal Revenue Code.

Article 8. Dissolution

Dissolution of the organization will be conducted as described by the Code of Michigan dissolution of nonprofit corporations and filed with the Department of Energy, Labor & Economic Growth. Dissolution of the organization will comply with and be limited by requirements, current and future, of SEMBA’s Articles of Incorporation and Amendments, the Code of Michigan and Section 501(c)(3) of the Internal Revenue Code.

Upon the dissolution of SEMBA, assets will be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.