CONSTITUTION OF LATVIAN CENTER GAREZERS, INC. 

A Michigan Corporation 

(As amended at special meetings of shareholders, on: March 22, 1968, May 2, 1970, May 12, 1973, 

January 5, 1974, June 5, 1999, May 17, 2003, May 5, 2007, May 7, 2011, May 12, 2012, May 3, 2014, 

May 12, 2018, August 22, 2020, May 14, 2022, and May 4, 2024) 

 

ARTICLE I. 

NAME 

  The name of this Corporation is Latvian Center Garezers, Inc. 

ARTICLE II. 

PURPOSES 

  The purpose of this Corporation is to conduct educational, cultural, charitable, religious, and social activities; to further the physical, mental, and spiritual welfare of its members; and to advocate and teach reverence of God, and respect for one’s fellow-man. 

For the furtherance of this purpose, the Corporation shall acquire, erect, establish, and operate a center in the State of Michigan, for the convenience and use by its members, and shall engage in all business incidental to and essential for such erection, operation, and maintenance, and do any and all things which are lawful for a Non-Profit Corporation under the Laws of the State of Michigan. The Corporation shall be empowered to own, purchase, or otherwise acquire, and to sell, convey, mortgage, manage, and otherwise dispose of real and personal property. 

The Corporation shall not be conducted for pecuniary gain of profit for its members or shareholders, and no distribution of dividends or profits of the Corporation among its members or shareholders shall be made. 

 ARTICLE III. 

MEMBERSHIP 

Section 1. Membership in this corporation shall be restricted to Christian churches, and non-profit organizations and associations whose members are principally of Latvian origin or descent. 

Section 2. No church, organization, or association shall be eligible for membership unless it is an owner of one or more shares of stock in this Corporation. 

Section 3. Any church, organization, or association, which qualifies as a member under Section 1 and Section 2 of this Article, may be elected to membership of this Corporation by a majority vote of members present at any annual or special meeting thereof. 

Section 4. Any member may be removed from membership by a vote of seventy-five (75%) percent of the shares entitled to vote at any annual meeting, or any special meeting of the members called for the  purpose, for conduct deemed prejudicial of this Corporation; provided, however, that such member shall have first been served with written notice of the accusations against him, and shall have been given an opportunity to produce his witnesses, if any, and be heard, at the meeting on which such vote is taken. Upon such removal from membership, the Corporation shall purchase stock held by the expelled member at the par value thereof, payment for which shall be made within ninety (90) days from the removal, upon surrender of the stock certificate, duly endorsed by the removed member. 

Section 5.  Any member that does not participate, whether in person or by proxy, in an annual meeting of members for five (5) consecutive annual meetings of members shall be removed from membership in the Corporation.  Upon such removal from membership, shares owned by such member shall be surrendered to the Corporation without payment or compensation, and any stock certificates held by such member shall be deemed invalid.  Any member removed from membership under this section may petition for membership as any new member under the provisions of this Article.  The provisions of this Section apply only prospectively, and the first annual meeting at which any member of the Corporation may be removed from membership under the provisions of this Section is the annual meeting taking place in 2027.

ARTICLE IV. 

MEETINGS 

Section 1. Place of meeting. Any or all meetings of the members, and of the Board of Directors of this Corporation, may be held within or without the State of Michigan, provided that no meeting shall be held at a place other than the registered office in Michigan, except pursuant to resolution adopted by the Board of Directors. 

Section 2. Annual meeting of members. Commencing in the year 1971, the annual meeting of the members shall be held on a Saturday in May in each year. At such meeting, there shall be elected by ballot of members a Board of Directors, in accordance with the requirements of this Constitution. The members may also transact such other business of the Corporation as shall properly come before them.  

Section 3.  Notice of annual meeting of members.  At least thirty (30) days prior to the date fixed by Section 2 of this Article, for the holding of the annual meeting of members, written notice of the time, place, and purpose of such meeting shall be mailed, together with a financial statement for the prior year, certified by a Certified Public Accountant, and a report by the Auditing Committee; to each member of record entitled to vote at such meeting, at the address as it appears on the membership book of the Corporation.  The Corporation may provide the notice described in this Section to members by electronic means.  It is the responsibility of members to advise the Corporation of any change to the identity and physical and electronic contact information of the member’s President or other appointed member representative.

Section 4. Delayed annual meeting. If, for any reason, the annual meeting of the members shall not be held on the day hereinbefore designated, such meeting shall be called and held at a time fixed by the Board of Directors, provided, however, that all of the provisions of Sections 1, 2, 3, and 5 of this Article IV. shall apply to the annual meeting.   

Section 5. Order of business at annual meeting. The order of business at the annual meeting of the members shall be as follows: 

1. a) The Chairman of the Board of Directors shall open the meeting and ascertain whether a quorum is present, in person and by proxies.
   b) Confirmation of the presiding Officers, who shall act as Chairman and Secretary of the meeting.
   c) Determination that Notice of the meeting has been sent to members as required
   d) Approval of minutes of last preceding meeting.
   e) Report of President.
   f) Report of Secretary.
   g) Report of Treasurer.
2. h) Report of the Board of Directors, or various committees thereof
   i) Report of Auditing Committee.
   i) Approval of budget for the following year.
   j) Election of Directors.
   k) Election of Auditing Committee.
   l) Transaction of other business mentioned in the Notice.
   m) New business.
   n) Adjournment. 

Section 6. Special meeting of members. A special meeting of the members may be called by the Chairman of the Board of Directors, by the President, by a majority of the Board of Directors, or by written request of a member or members whose combined interests are at least  ten (10%) percent of the outstanding shares of stock of the Corporation. The method by which such a meeting may be called is as follows: 

Upon receipt of a specification in writing, setting forth the date and object of such proposed special meeting, signed by the Chairman of the Board, by the President, by a majority of the Board of Directors, or by the member or members whose combined interests are at least  ten (10%) percent of the outstanding shares of stock of the Corporation, the Secretary shall prepare, sign, and mail the notices requisite to such meeting.  

Section 7. Notice of special meeting of members. At least thirty (30) days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place, and purposes of such meeting shall be mailed as hereinafter provided, to each member entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting. The Corporation may provide the notice described in this Section to members by electronic means.  It is the responsibility of members to advise the Corporation of any change to the identity and physical and electronic contact information of the member’s President or other appointed member representative

Section 8. Conduct of meetings of members. Unless a majority of members present and entitled to vote at any meeting directs otherwise, the Chairman of the Board of Directors shall serve as the presiding officer of the meeting, and the Secretary of the Corporation shall serve as the secretary for the meeting.

Section 9. Organization meeting of Board. Directors elected at the annual meeting of members shall begin their terms at the first regular meeting of the Board of Directors in the first September following the annual meeting at which such Directors were elected. Existing Directors shall serve until such time. At the first regular meeting of the Board of Directors in the first September following the annual meeting, the Board of Directors shall first convene for the purpose of electing a Chairman of the Board of Directors, who shall preside at all meetings of the Board, and the election of officers, and the transaction of any other business properly brought before it. 

Section 10. Regular meetings of Board. Regular meetings of the Board of Directors shall be held not less frequently than once quarter-annually, at such time and place as the Board of Directors shall from time to time determine. No notice of regular meetings of the Board shall be required. 

Section 11. Special meetings of Board. Special meetings of the Board of Directors may be called by the chairman of the Board of Directors, by the President, or by written request of three (3) members of the Board, at any time, by means of such written notice by mail, of the time, place and purpose thereof, to each Director, as the President in his discretion shall deem sufficient, but action taken at any such meeting shall not be invalidated for want of notice, if such notice shall be waived as hereinafter provided. 

Section 12. Notices and mailings. All notices required to be given by any provision of these by-laws shall state the authority pursuant to which they are issued (as, by order of the President, or by order of the Chairman of the Board of Directors, as the case may be) and shall bear the written, stamped, typewritten, or printed signature of the Secretary or Secretary’s designee. Every notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the sendee at his, her, or its last address appearing upon the membership record of this Corporation, or the Corporation may provide the notice to members by electronic means. It is the responsibility of members to advise the Corporation of any change to the identity and physical and electronic contact information of the member’s President or other appointed member representative.  

Section 13. Waiver of notice. Notice of the time, place, and purpose of any meeting of the members or of the Board of Directors, may be waived by telegram, radiogram, cablegram, or other writing, either before or after such meeting has been held. 

Section 14.  Virtual Meetings or Participation in Meetings by Remote Communication.  A member entitled to participate and vote in any meeting of the members, including a Special Meeting of Members or the Annual Meeting of Members, may participate and vote in such meetings virtually or by means of remote communication, subject to guidelines and procedures adopted by the Board of Directors.  A member of the Board of Directors may participate and vote in regular or special meetings of the Board of Directors virtually or by means of remote communication, subject to guidelines and procedures adopted by the Board of Directors.  Notwithstanding any other provision of this Article, the Board of Directors may, by resolution, specify that virtual or other means of remote communication are the sole and only authorized means of conduct of, participation in, and voting in any meeting of the members, including a Special Meeting of Members or the Annual Meeting of Members, or in any meeting of the Board of Directors. 

ARTICLE V. 

QUORUM 

Section 1. Quorum of members. Presence in person or by proxy of members owning a majority of the stock of this Corporation shall constitute a quorum at any meeting of the members. 

Section 2. Quorum of Directors. A majority of the Directors shall constitute a quorum at any meeting of the Board of Directors. 

Section 3. Adjournments. Meetings of members or of the Board of Directors, at which less than a quorum is present, may be adjourned from time to time by those who attend, without further notice of such meeting. 

ARTICLE VI. 

VOTING, ELECTIONS, AND PROXIES.   

Section 1. Who is entitled to vote.  Each member shall be entitled to one vote for each share of stock in this Corporation owned by such member and registered in the stock book of the Corporation at least thirty (30) days prior to the meeting at which such stock is to be voted.  Any member may own any number of shares that the Corporation may authorize or issue.  Notwithstanding the number of shares that any member owns, no member shall cast votes in excess of forty percent (40%) of all outstanding shares of stock of the Corporation.  The Board of Directors of the Corporation shall have the right to suspend the voting privilege of any member who fails to participate, either in person or by proxy, in the Corporation’s annual meeting for three (3) consecutive years.  The voting privileges of such a member may be restored by the affirmative vote of a majority of all stock of the Corporation entitled to vote at any regular or special meeting of the members.  Stock held by a member whose voting privileges have been suspended shall not be counted when determining the presence of a quorum under Article V of this Constitution.

Section 2. Proxies. No proxy shall be deemed operative unless and until signed by the member and filed with the Corporation.  Proxies shall be valid only for the meeting of the members for which they are issued, executed, and returned, and no longer.  The holder of a proxy may vote or act in his or her own judgment and discretion, notwithstanding any direction or instruction from the member issuing the proxy.

Section 3. Vote by shareholder corporation. Any corporation, association, or organization, owning voting shares in this Corporation, may vote upon the same by the President of such shareholder corporation, association, or organization, or by proxy appointed by him, unless some other person shall be appointed to vote upon such shares by resolution of the Board of Directors of such shareholders corporation, association, or organization.   

Section 4. Each member shall have the right to give to candidates the number of votes equal to his shares multiplied by the number of Directors to be elected, or to distribute such votes on the same principle among as many candidates as he shall desire. 

Section 5. Action by unanimous consent, acclamation, or voice vote.  The members participating in and entitled to vote at any meeting may take action by unanimous consent, acclamation, or voice vote, on any question, including the election of directors and the members of the Auditing Committee, unless any member requests a recorded vote.  Questions regarding the amendment of the Constitution and questions regarding dissolution of the Corporation must be addressed in a recorded vote, and cannot be decided by unanimous consent, acclamation, or voice vote.

Section 6. Tellers.  Whenever the Board of Directors authorizes the conduct of, participation in, and voting in any meeting of the members virtually or by means of remote communication, votes shall be tallied and reported electronically, subject to guidelines and procedures adopted by the Board of Directors and without the need for appointment of tellers.  The Secretary of the meeting or the Secretary’s designee shall be responsible for administration of voting by means of remote communication.  The Secretary of the meeting shall receive and count the votes either upon an election or for the decision of any question, and shall determine the result.  The electronic certificate of any vote shall be prima facie evidence of such result.

Whenever any meeting of members is conducted without voting by means of remote communication, a majority of the members present at such meeting and entitled to vote thereat shall elect not more than three (3) tellers, who need not be members.  If the right of any person to vote at such meeting shall be challenged, the tellers shall determine such right.  The tellers shall receive and count the votes either upon an election or for the decision of any question, and shall determine the result.  Their certificate of any vote shall be prima facie evidence of such result.

ARTICLE VII. 

BOARD OF DIRECTORS 

Section 1. Number and term of Directors. The business, property, and affairs of this Corporation shall be managed by a Board of Directors composed of thirteen (13) persons, who shall be members of this Corporation. Each Director shall hold office for the term for which he is elected, and until his successor is elected and qualified. 

Section 2. Classification of Directors. To assure staggered Board of Directors terms, with one-third (⅓) of the Directors terms ending annually, whenever there is an increase or decrease in the number of the Board of Directors positions as provided in Section 1 of this Article VII, the terms for Directors elected at the time of such increase or decrease shall be determined as follows: 

1. a) The total number of all Board of Directors positions shall be divided by 3, and if necessary the result rounded up to a whole number. This number of director positions shall be assigned three (3) year terms and shall be filled by those then elected Directors receiving the greatest number of votes. 
2. b) The total number of Board of Directors positions remaining after three (3) year terms are assigned according to a) above shall be divided by 2, and if necessary the result rounded up to a whole number. This number of director positions shall be assigned two (2) year terms and be filled by the number of already serving Directors, if any, with two (2) year remaining terms and the number of remaining then elected Directors receiving the greatest number of votes as are necessary to fill such positions. 
3. c) Any then elected Directors who are not assigned three (3) year terms according to a) above or two (2) year terms according to b) above shall be assigned a one (1) year term. 

At all annual elections thereafter, and until such time as the number of the Board of Directors positions is again increased or decreased, directors shall be elected for a term of three (3) years to succeed the number of directors whose terms then expire; provided that nothing herein shall be construed to prevent the election of a Director to succeed himself. 

Section 3. Vacancies. Vacancies in the Board of Directors shall be filled by appointment made by the remaining Directors. Each person so elected to fill a vacancy shall remain a Director until his successor has been elected by the members, who may make such election at their next annual meeting or at any special meeting duly called for that purpose and held prior thereto. 

Section 4. Action by unanimous written consent. If and when the Directors shall severally or collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors. 

Section 5. Power to elect officers. The Board of Directors shall elect a President, one or more VicePresidents, a Secretary, and a Treasurer to serve as officers of the Corporation. Excepting the Executive Director of the Corporation, only a Director may serve as an officer of the Corporation. 

Section 6. Power to appoint other officers and agents. The Board of Directors shall have power to appoint an Executive Director and such other officers and agents as the Board may deem necessary for transaction of the business of the Corporation. The Board of Directors shall have the power to grant such Executive Director and such other officers and agents such powers and authority as the Board may deem necessary for transaction of the business of the Corporation. 

Section 7. Removal of officers and agents. In addition to other means provided by law, the Board of Directors, by the vote of two-thirds of all Directors, may remove any Director, officer or agent of the Corporation whenever, in the judgment of the Board of Directors, the business interests of the Corporation will be served thereby. 

Section 8. Power to fill vacancies. The Board shall have power to fill any vacancy in any office occurring from any reason whatsoever. 

Section 9. Delegation of powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge, or verify any instrument in more than one capacity. 

Section 10. Power to appoint Executive Committee. The Board of Directors shall have power to appoint by resolution an Executive Committee composed of two or more Directors who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the corporation between meetings of the Board. 

Section 11. Power to require bonds. The Board of Directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his duties. 

Section 12. Compensation. The compensation, if any, of directors, officers, and agents may be fixed by the Board in its discretion. 

Section 13. Budget. The Board will approve a preliminary annual budget for the following year no later than the final Board meeting of each year.  The Board will approve the annual budget for the year no later than January 31 of each year.  

ARTICLE VIII. 

AUDITING COMMITTEE  

Section 1. The financial affairs of the Corporation shall be subject to inspection of an Auditing Committee composed of three (3) members of this Corporation. Each member shall hold office for the term for which he is elected and qualified. 

Section 2. At the first annual meeting of the members, the three (3) members of the Auditing Committee shall be elected, one to serve for a term of one (1) year, one for a term of two (2) years, and the third for a term of three (3) years. At all annual elections thereafter, one (1) member of the Auditing Committee shall be elected for a term of three (3) years to succeed the one member whose term then expires, provided that nothing herein shall be construed to prevent the election of a member to succeed himself. 

Section 3. Vacancies in the Auditing Committee shall be filled by the Board of Directors, and shall serve until the next annual meeting. 

Section 4. The Auditing Committee shall have the duty and authority at all times to inspect all financial activities and records of the Corporation. It shall annually prepare a report to be mailed to all members, pursuant to Article IV, Section 3 hereof. 

ARTICLE IX. 

OFFICERS 

Section 1. President. The President shall be selected by, and from the membership of, the Board of Directors. He shall be the chief executive officer of the Corporation. He shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be ex-officio a  member of all standing committees and shall have the general powers and duties of supervision and  management usually vested in the office of President of a corporation.   

Section 2. Vice-President. The Chairman of the Board of Directors and the Executive Director of the Corporation shall be Vice-Presidents. The Board of Directors may appoint additional Vice-Presidents. With the exception of the Executive Director, such Vice-Presidents, in the order of their seniority, shall perform the duties and exercise the powers of the President during the absence or disability of the President. 

Section 3. Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors, and of the Executive Committee, and shall preserve in books of the Corporation true minutes of the proceedings of all such meetings. The Secretary shall ensure that the seal of the Corporation is kept at the registered office of the Corporation. The Secretary shall have authority to affix the seal to all instruments where its use is required. The Secretary shall give all notices required by statute, by-law or resolution.  

Section 4. Treasurer. The Treasurer shall work with the Executive Director to prepare the annual budget of the Corporation, monitor the financial condition of the Corporation against the approved budget throughout the year, report to the Board of Directors progress against the approved budget throughout the year, make the Board of Directors aware of any situation that would result in material variance from the approved budget, and make the Board of Directors aware of any situation that would impact cash flow, account balances, or would require action by the Board of Directors. 

The Treasurer shall have custody of and signing authority for all corporate funds, instruments and securities. The Treasurer shall keep the books belonging to the Corporation with full and accurate accounts of all receipt and disbursements and depositing all moneys, securities, and other valuable effects in the name of the Corporation in such depositories as the Board of Directors may designate. The Treasurer shall disburse the funds of the Corporation as the Board of Directors may order, taking proper vouchers for such disbursements. The Treasurer shall render to the Board of Directors at the regular meeting of the Board of Directors, or upon request, an account of all transactions, and of the financial condition of the Corporation. The Treasurer may delegate these duties to the Executive Director of the Corporation. 

Section 5. Executive Committee. The officers of the Corporation shall constitute the Executive Committee. The Board of Directors may appoint one or more Directors to serve as additional members of the Executive Committee. The Executive Committee may act in place of the Board of Directors, provided that the Board of Directors ratifies the actions of the Executive Committee at the next regular meeting of the Board of Directors. 

Section 6. Executive Director. The Board of Directors shall select an Executive Director to provide active management of the daily operations of the Corporation. The Board of Directors may delegate additional duties to the Executive Director as the Board of Directors in its judgment deems necessary. 

The Executive Director shall report to the Board of Directors, but shall not vote at meetings of the Board of Directors. 

ARTICLE X. 

STOCK AND TRANSFERS

Section 1. Certificates for shares. Every member shall be entitled to a certificate of his shares, signed by the Chairman of the Board of Directors, President, and Secretary or Treasurer, under the seal of the Corporation, certifying the number of shares represented on such certificate. 

Section 2.  Any member that desires to dispose of its share or shares of stock may return such share or shares to the Corporation without payment or compensation, by written notification to the Board of Directors of the return of the share or shares.  In lieu of returning share or shares of common stock to the Corporation, a member may also transfer such share or shares to any other member of the Corporation existing at the time of such transfer.  The member transferring its share or shares shall notify the Board of Directors of the transfer in writing in accordance with any rules or regulations as the Board of Directors may adopt regulating the issue, transfer, and registration of shares and stock certificates. 

Section 3.  A member returning or transferring its share or shares shall return any stock certificates to the main office of the Corporation along with its written notice of return or transfer.  Any stock certificates not returned shall be deemed invalid.  A member which returns or transfers all of its share or shares shall be removed from membership in the Corporation.

Section 4. Registered shareholders. The Corporation shall have the right to treat the registered holder of any share as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have express or other notice thereof. 

Section 5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as the Board shall deem expedient regulating the issue, transfer, and registration of certificates for shares in this Corporation. 

ARTICLE XI. 

EXECUTION OF INSTRUMENTS 

Section 1. Checks, etc. All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation, and shall be countersigned by such officers or agents as the Board of Directors shall from time to time designate for that purpose. 

Section 2. Contracts, conveyances, etc. When the execution of any contract, conveyance or other instrument has been authorized without specification of the Executive Officers, the President or any VicePresident, and the Secretary may execute the same in the name and behalf of this Corporation, and may affix the corporate seal thereto. The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this Corporation.  

ARTICLE XII. 

ACQUISITION OR DISPOSITION OF REAL OR PERSONAL PROPERTY

Section 1. Authority to Borrow Money.  The Board of Directors shall have full power and authority to borrow money whenever, in the discretion of the Board, the exercise of said power is required in the general interests of this Corporation, and in such case the Board of Directors may authorize the proper officers of this Corporation to make, execute, and deliver in the name and behalf of this Corporation such notes, bonds, and other evidence of indebtedness as said Board shall deem proper.  

Section 2. Authority to Sell or Mortgage Real Property.  No real property owned by the Corporation shall be sold or mortgaged without the approval of two-thirds (2/3) of the shares voted at a meeting of the membersat the Annual Meeting or at any other meeting of the members specially called for said purpose.  With the approval of two-thirds (2/3) of the shares voted at a meeting of the members, the membersmay authorize the Board of Directors to take future action on the contemplated sale or mortgage of real property.  The authority of the Board of Directors in this regard expires at the commencement of the next meeting of the members.

Section 3. Creation and Use of Unrestricted Endowment Fund.  The Board of Directors may create an Unrestricted Endowment Fund, the purpose of which is to support with income and growth earnings any general purpose of the Corporation as may be approved by the Board of Directors.  If the Board of Directors elects to establish and operate an Unrestricted Endowment Fund, the Board of Directors shall operate the Unrestricted Endowment Fund in accordance with rules and regulations which the Board of Directors may, from time to time, adopt.  In no event shall the Board of Directors withdraw the principal contributions of the Unrestricted Endowment Fund without the approval of two-thirds (2/3) of the shares voted at a meeting of the members at the Annual Meeting or at any other meeting of the members specially called for said purpose.

ARTICLE XIII. 

DUES

There shall be no dues or assessments of the members. All income of the Corporation shall be derived from freewill contributions and such income as may be derived from the operation of the Center. 

ARTICLE XIV. 

AMENDMENT OF CONSTITUTION 

This Constitution may be amended, altered, changed, added to, or repealed by the affirmative vote of two-thirds (2/3) of all stock of the Corporation entitled to vote at any regular or special meeting of the members, if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting; provided, however, that no change of the date for the annual meeting of members shall be made within thirty (30) days next before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting; provided further, however, that such notice is given at least twenty (20) days prior to the date fixed for such meeting. 

ARTICLE XV. 

DISSOLUTION  

This corporation may be dissolved at a special meeting of members, especially called for such purpose, by the affirmative vote of seventy-five (75%) percent of the stock of the Corporation entitled to vote at such meeting. Upon the adoption of the resolution to dissolve the Corporation, all assets, real and personal, shall be distributed to such organizations as are qualified members of the Corporation and who are also qualified as tax exempt under Section 501 (c) (3) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law, and that such distribution shall be in proportion to the shares of the Corporation owned by such members. 

ARTICLE XVI. 

ISSUANCE OF ADDITIONAL STOCK

Section 1. No additional shares of stock of the Corporation shall be authorized or issued, other than the 

8000 $25 par value Class A shares, 2600 $50 par value Class B shares and 25,000 $100 par value Class C shares now authorized by the Articles of Incorporation, without the approval of two-thirds (2/3) of the shares voted at a special meeting of the shareholders for such purpose. A statement of all or any of the designations and the powers, preferences and rights, and the qualifications, limitations or restriction thereof is as follows: Each share of stock, whether Class A, Class B, or Class C shall be entitled to one (1) vote at all meetings of the corporation.  

Section 2. Shares may be transferred in exchange for any property or goods, either real or personal. No member shall transfer any share to anyone other than the Corporation or another member of the Corporation. 

Section 3. All moneys received from the sale of shares shall be applied to the retirement of existing real estate mortgages and the construction of new  facilities, infrastructure, major repairs or endowment fund

Section 4. The Board of Directors is hereby authorized and directed to distribute two (2) Class A shares for each share of the par value of $100.00 per share held by shareholders as of record November 1, 1973.  

ARTICLE XVII. 

LIABILITY OF VOLUNTEER DIRECTORS AND VOLUNTEER OFFICERS 

Section 1.  The Directors and Officers of the Corporation, excluding the Executive Director, each of whom serve as volunteers, shall not be held liable to the Corporation, its shareholders, or its members for money damages for any action taken or failure to take any action as a Director or Officer, except as provided in Mich. Comp. L. § 450.2209(1)(c). 

Section 2.  The Corporation shall assume all liability to any person other than the Corporation, its shareholders, or its members, for all acts or omissions of a Director incurred in the good faith performance of the Director’s duties.

Section 3.  The Corporation may obtain liability or other insurance that provides coverage to the Directors and Officers of the Corporation for any conduct to the extent such coverage is permitted by law.  The Corporation may obtain liability or other insurance that provides coverage to the Corporation for any conduct to the extent such coverage is permitted by law.