BYLAWS of the South East Michigan Coalition On Occupational Safety & Health as amended November 20, 2002
The name of the organization shall be the South East Michigan Coalition on Occupational Safety and Health. The organization shall also be known as SEMCOSH.
SEMCOSH is dedicated to the right of all workers to a safe and healthful workplace. SEMCOSH will provide educational, technical, legal and medical resources, assistance and support to unions, workers and their families to improve the quality of their life and work.
Membership in SEMCOSH is open to individuals, unions and other worker organizations who support the purposes of the organization. Membership shall be defined as those individuals or unions who pay yearly dues. The membership period will be one year from the date of payment.
The Board of Directors will set a regular dues structure for both individual and union memberships, subject to membership approval.
Members will receive a receipt of dues paid and a signed membership card.
Each individual member in good standing is entitled to one vote at membership meetings. Good standing is defined as a paid up member by at least one days before the election. Each member local union is entitled to delegates to the membership on the following basis:
Locals of less than three hundred members: two delegates.
Locals of three to five hundred members: three delegates.
Locals of five hundred to one thousand members: five delegates.
Locals of more than one thousand members: five delegates for the first thousand.
Member local unions will provide SEMCOSH with a list of all individuals who will be acting as delegates authorized to cast the local union vote(s) at membership meetings. This communication will be signed by the top officer in accordance with the governing structure of that local union. Any changes in the list of delegate(s) must be communicated to the Election Committee prior to or at the membership meeting for the changes to be effective.
The total votes of the Local shall be divided pro rata among delegates designated by Local leadership who are present and voting. Members casting votes as Local delegate may cast an additional vote as an individual member.
The highest authority of the organization shall be the membership in assembly.
The membership shall establish Board of Directors. This Board shall be elected by the membership on a yearly basis. It shall be responsible for running the affairs of the organization on behalf of the membership. The Board of Directors shall be responsible for carrying out all the decisions of the membership and shall coordinate the work of the standing and ad hoc committees. The Board of Directors shall:
Act between regular membership meetings,
Make recommendations to the membership as to policy and action of the membership,
Call emergency meetings of the membership by majority vote of the Board of Directors members,
Serve as and/or designate official spokespersons for the organization,
Prepare and make available minutes of board meetings, annual financial and activity reports.
Section B: Board Meetings
All Board of Directors meetings are open to the membership who shall have a voice with no vote. Regular Board meetings will occur the first Monday of each month, with the exception of July and August, unless canceled or changed by Board majority or Executive committee. The Board Meetings shall be suspended for the months of July and August allowing for summer vacations.
Section C: Composition of Board of Directors
The Board of Directors of SEMCOSH shall be elected by the membership at the regularly scheduled autumn membership meeting. This meeting shall be called the ANNUAL MEETING. The Board of Directors shall have thirteen elected members. Six members shall be elected to the Board in years ending in an odd number. Seven members shall be elected to the Board in years ending in an even number. Board members shall serve two-year terms. Election to the Board of Directors shall be by simple majority of those members and delegates of local union members, in good standing eligible and voting at the annual meeting.
Section D: The Election Committee
The Election Committee shall be appointed by the Board two months prior to its annual membership meeting. Members of the Elections Committee must be non-running Board members, or members in good standing who are also not running. The committee shall consist of at least 3 members. Their duties shall be:
Verification of members in good standing from the membership dues role. Verification of all delegate credentials.
Distribution of ballots to all members and delegates in good standing. All ballots are to be signed for on the dues roll by the member or delegate upon receipt of the ballot.
Counting ballots and reporting the results of the election to the membership at the annual meeting. The election results will be reported on two blank ballots with the total number of votes for each candidate next to the appropriate name on the ballot. One reporting ballot will be placed with the actual ballots in an envelope signed and sealed by the election committee. This envelope shall then be given to the Secretary of the Board and retained for 45 days or until any dispute is resolved, which ever is longer. The second reporting ballot shall be utilized to make the report of the election to the membership.
Resolve all challenges or disputes over good standing, credentials and/or other issues related to election results brought by members or delegates in good standing. Challenges or disputes regarding good standing or credentials must be presented to the election committee prior to the counting of ballots. Disputed or contested ballots are to be placed unopened and uncounted in a safe and secure place until the challenge or dispute is resolved. Any disputed or contested ballots that the Election Committee has been unable to dispose of shall be brought to the next Board meeting for resolution. Members and delegates who disagree with the resolution of challenged or disputed ballots, or other issues related to election results, may appeal to the full Board of Directors. Notice of intent to appeal must be made in writing to the Election Committee within 30 calendar days of the election.
Section E: Quorum
A quorum for the conduct of business by the Board shall be five voting members.
Section F: Call for Nominations
There shall be a call for nominations sixty (60) days prior to the annual membership meeting. Nominations must be returned to the Election Committee within twenty-one (21) days of the call for nominations. The membership shall be notified of the names for nominations thirty (30) days prior to election.
Section G: Annual Meeting
Notice of the annual meeting will be mailed to all members at least thirty days prior to the meeting.
Section H: Vacancy
In the event of a vacancy on the Board of Directors, the next nominee receiving the highest number of votes will be elected. If the seat cannot be filled, the remainder of the board shall appoint an acting member to serve the remainder of the vacant term, subject to ratification by the membership at a duly constituted membership meeting. This process will be continued until the seat is filled.
Section I: Attendance
Members of the Board of Directors, who, except in extenuating circumstances, fail to attend 50% of the Board of Directors meetings in a six month period, shall be notified in writing, by the Recording Secretary, at least one week prior to the next Board of Directors meeting that they will be dropped from the Board.
Section J: Removal
Members of the Board of Directors may be removed for cause by a two-thirds vote of those members in good standing and voting at a duly constituted membership meeting following a removal petition by 20 members in good standing and providing that notice of the vote has been mailed to all members at least thirty days in advance.
Section K: Officers
The Board of Directors shall have seventeen elected members. A SEMCOSH Staff Representative will serve as an ex-officio member at large of the Board of Directors but may not hold office in the organization. Board of Directors members may hold only one office in the organization.
All members of the Board of Directors shall have one vote.
The Board of Directors shall elect a chair, a vice chair, a recording secretary, a treasurer and three trustees. The remaining Board members shall be members at large.
The following officers shall comprise the Executive Committee of the Board of Directors and will conduct business for the Board between meetings pending board approval. The Executive Committee shall approve non-grant or routine expenditures over $250 and any expense over $1,000. The duties of the officers shall be:
Chair and Vice Chair: will be responsible for coordinating the Board of Directors and Membership meetings and other duties as defined by the will of the membership.
Treasurer: will review monthly financial reports and submit them to the Board of Directors, confer with staff about operational expenditures, and assist in the overall financial management of the organization.
Recording Secretary: Will take minutes of all the Board of Directors and Membership meetings and maintain archive of minutes. Secretary will mail notices to delinquent board members as per the attendance policy.
Trustees: Will review all organizational finances. Trustees will monitor worker relations for the Board, conduct staff evaluations and negotiate and administer the contract with staff.
Section L: Standing Committees
Standing Committees will be established by the membership. Board members may serve on up to 3 standing committees. Each Committee shall conduct its activities within the guidelines set by and subject to regular review of the membership and the Board of Directors. Each Committee will report on its activities at the monthly Board of Directors meeting. Ad-hoc committees shall be formed as necessary by the Board of Directors. Each Standing Committee will select its own chair. In conjunction with staff, Standing Committees shall be:
Program: Develop and implement educational programs for the membership and the community and recommend grant proposals.
Communication & Newsletter: Shall coordinate communications and media work to members of the larger community.
Finance: Shall develop and oversee fundraising projects and strategies.
Membership: Shall coordinate activities, campaigns and projects to encourage both individual and local union membership in the organization.
Community Board of Advisors: Shall be comprised of leaders from the Labor, Religious, Environmental and other community groups. Shall meet at least yearly.
SEMCOSH shall not discriminate. Employment, organizational office and attendance to any educational programs shall be open to individuals without regard to race, creed, gender, sexual orientation, disability, or age.
These By-Laws may be amended, repealed, or altered in whole or in part by a two-thirds vote of any regular or special meeting of the Membership.
Written notice containing the proposed change(s) shall be mailed to all members in good standing by the Recording Secretary at least thirty days prior to such meeting.
Proposed changes must be submitted in writing to the Recording Secretary at or prior to a Board of Directors meeting.
Proposed changes may be submitted by any individual or member local union in good standing.
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue code of 1954 (or corresponding provisions of any future United State Internal Revenue Law), as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the appropriate Court of the State of Michigan exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.