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Association Bylaws - Art. 7-12


A downloadable version of the By-Laws is available in .PDF format.
 
Article VII

Divisions (amended May 21,1983)
(Repealed January 7, 2005)

Note: This entire Article, which establishes the four divisions of the MMA (Household Goods Moving, Household Goods Storage, Commercial Storage, and Local Transportation) is being repealed, and the individuals who hold these positions will become at-large Directors.

Sec. 1. There shall be the following Divisions of the Association: Household Goods Moving Division; Household Goods Storage Division; Commercial Storage Division; Heavy Commodoties Division; and Local Transportation - Detroit Division.
Sec. 2. The Local Transportation - Detroit Division shall consist of motor carriers which have tariffs published and filed for them by the Association, as herein provided for, covering the transportation of property in intrastate commerce within the Detroit Commercial Zone as defined by Section 1 or Article VI of the Michigan Motor Carrier Act. Membership in such division shall terminate whenever any motor carrier ceases to have in effect any such intrastate commerce tariff so published and filed by the Association.
Sec. 3. A Vice President shall be elected for each Division at the annual meeting of the members of the Association in each year. Such Vice President shall call and preside over the meetings of each Division except as otherwise provided in these By-Laws. The Executive Manager of the Association shall act as Secreatry of the meeting for each Division.
Sec. 4. Additional Divisions may be created by the Board of Directors upon application of any group or division of carriers or warehousemen of like commodities or whenever it appears necessary, provided such action is ratified and approved at the next regular meeting of the members of the Association.
Sec. 5. Special meetings of the members of any Division may be called by the Vice President of the division either at the principal office of the Association or elsewhere, and notice of such meeting shall be mailed to the members not less than (10) nor more than sixty (60) days prior to the scheduled date by the Executive Manager. It shall be the duty of the Vice President of any Division to call a special meeting of members of that Division upon written request of seven (7) or more members of that Division, or upon request of the Executive Manager.

 
Article VIII

Board of Directors
(Amended January 7, 2005)

Sec. 1. The property, business and affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall consist of the President, Vice President, Secretary, and Treasurer who shall be elected each year at the annual membership meeting, the immediate past President of the Association and a minimum of nine (9) or maximum of eighteen (18) directors, half of whom shall be elected each year at the annual membership meeting for a two (2) year period. A director of the Association must be an Active Member or a director, officer or employee of a corporation or partner or employee of a firm that is an Active Member. Any director of the Association may, by written notice to the President, appoint any of his partners or any director, officer or employee of his company as an alternate who shall, during the absence or disability of such Association director, exercise the functions of a director of the Association.
Sec. 2. The Board of Directors, between the meetings of the members of the Association, shall act for the Association, and shall have the power to request the President appoint committees of other than its own members to carry out the best interests of the Association. The Board of Directors shall meet not more than thirty (30) days prior to every meeting of the members of the Association and not less than semi-annually. Written notice of the time, place and purpose of all meetings of the Board of Directors shall be mailed to each director not less than five (5) nor more than thirty (30) days before the meeting. Meetings may be held on less than five (5) days notice if consented to by two-thirds (2.3) of the members of the Board.
Sec. 3. The president shall be Chairman of said Board of Directors. Meetings of the Board of Directors shall be presided over by the President, or if he is not present, by the Vice President, and if neither is present, by a Chairman to be chosen at the meeting. The Executive Manager, or in his absence, a person chosen at the meeting, shall act as Secretary of the meeting.
Sec. 4. If and when all of the directors shall severally and collectively consent in writing to any action to be taken by the Association, such action shall be a valid corporate action as though it had been authorized at a meeting of the directors.
Sec. 5. One more than half of the serving Board members shall constitute a quorum for the transaction of business and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as actions by a majority of greater number of the directors then in office may be specifically required by other sections of these By-Laws. If there shall be less than a quorum present at any meeting of the Board, a majority of those present may adjourn the meeting from time to time until a quorum is present.
Sec. 6. Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation, removal, or otherwise, a majority of the directors then in office, though less than a quorom, may fill such vacancy at any meeting, and the person so elected shall be a director until his successor is elected by the members of the Association at the next annual meeting of the members, or at any special meeting duly called for that purpose and held prior thereto. The resignation of a director shall be effective upon its receipt by the Association or a subsequent time set forth in the notice of resignation. Termination of the membership of an Active Member who is an officer or director of the Association or termination of the membership of a corporation or firm with which an officer or director is associated, shall terminate the tenure of such officer or director.
Sec. 7. The Executive Committee shall be the President, Vice President, Secretary, Treasurer, and the immediate past President. The Executive Committee shall meet as necessary. In the interim between meetings of the Board, the Executive Committee shall have the authority, subject to such limitations as the Board may prescribe, to exercise the authority of the Board of Directors in the management of business of the Association and shall report its actions to the Board at the next meeting following such action. The Executive Committee shall also have such powers as are specifically given to it by other provisions of these By-Laws.
Sec. 8. The Board of Directors may appoint or provide for the appointment of such other standing or special committees as the Board may deem necessary and prescribe the powers, authority and duties of such committees.
Sec. 9. The Board of Directors shall from time to time, prescribe the manner of making, signature or endorsement of bill, check and other negotiable paper or other instruments for the payment of money, and designate the officer or officers, agent or agents, who shall, from time to time, be authorized to make, sign or endorse same on behalf of the Association.
Sec. 10. Subject to any specific limitation or restriction imposed by law, by the Articles of Incorporation, or by these By-Laws, the Board of Directors is authorized to direct, by appropriate action, the carrying out of the purposes as set forth in the Articles of Incorporation of the Association and these By-Laws and to exercise and to exercise all of the powers of the Association, and any and all parties dealing with the Association shall have the right to rely upon any action taken pursuant to authority of the Board of Directors.


 
Article IX

Officers
(Amended January 7, 2005)

Sec. 1 The officers of the Association shall be a President, Vice President, Secretary, Treasurer and the immediate Past President of the association.


 
Article X

President
Sec. 1. The President, and in his absence, the Vice President, shall preside over all regular and special meetings of the Association, and shall perform such other duties as are usually required of this office. In the absence of both the President and the Vice President at any regular or special meeting of the Association, a chairman shall be elected at such meeting.
Sec. 2. The President shall appoint all special and standing committees deemed necessary to carry on the work of the Association, and he shall be ex-officio a member of all committees, except the Nominating and the Local Transportation - Detroit Tariff Committee of the Local Transportation - Detroit Division, with the right to vote. A member of any committee, other than those specifically named in this Section may, by written notice to the President of Committee chairman, appoint any director, officer or employee of his company as an alternate, who shall, during the absence or disability of such committee member, exercise the functions of a member of such committee.
Sec. 3. The President shall call a special meeting of the Association up[on the written request of the Board of Directors.
Sec. 4. The President shall be Chairman of the Board of Directors, and shall have the direction of the work of said Board.
Sec. 5. The President may, if in his judgement the welfare of the Association requires, request a special meeting of said Board or upon the written request of three (3) or more members of the Board of Directors, shall call such meeting.

 
Article XI

Vice President
Sec. 1. The Vice President shall preside at all meetings of the Association and Board of Directors in the absence of the President.

 
Article XII

Secretary
Sec. 1. The Secretary shall attend all meetings of the Association and the Board of Directors and shall record the minutes of all proceedings and record all votes in a book to be kept for that purpose, and shall keep in sage custody the seal of the Association, if any, or he may delegate such duties to the Executive Manager. He shall also perform any other such duties as may be prescribed by the Board of Directors or by the President, under whose supervision he will act.




A downloadable version of the By-Laws is available in .PDF format.