BYLAWS OF THE MICHIGAN STUDENT FINANCIAL AID ASSOCIATION
(A MICHIGAN NONPROFIT CORPORATION)

ARTICLE I
Name and Purposes

1.1 Name.  The name of the corporation is Michigan Student Financial Aid Association (the "Corporation").

1.2 Purposes.  The purposes of the Corporation are as follows:

(a) To operate exclusively for the purposes set forth in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, (or corresponding section of any future federal tax code) (the "Code") including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Code.

(b) To receive and administer funds, to acquire, to own, to invest, to dispose of, and to deal with real and personal property and interests therein, and to apply gifts, grants, contributions, bequests and devises, and the income and proceeds thereof, in furtherance of the charitable and other purposes of the Corporation.

(c) To operate with all the powers conferred upon the Corporation by the provisions of the Michigan Nonprofit Corporation Act, as amended (the "Act") , by the Articles of Incorporation of the Corporation and by these Bylaws.

1.3 Charitable Limitations.  Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under Section  501(c) (3) of the Code, or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Code.

1.4 Equal Opportunity and Non-Discrimination.  No person shall be denied the opportunity to participate in the activities of or receive any of the benefits of the Corporation’s programs, nor be subjected to discrimination or harassment, on the basis of race, religion, creed, color, age, sex, sexual orientation, national origin, ancestry, marital status, weight, height, medical condition, or disability.  MSFAA reserves the right to refuse membership to individuals or organizations that, as determined by the board of directors, do not uphold its published Statement of Ethical Principles.

STATEMENT OF ETHICAL PRINCIPLES

The primary goal of the Financial Aid Professional is to help students achieve their educational potential by providing appropriate financial resources.  To this end, this Statement provides the Financial Aid Professional with a set of principles that serves as a common foundation for accepted standards of conduct.

The Financial Aid Professional shall:

1.5 Dissolution.  In the event of dissolution of the Corporation, the Board of Directors shall cause the assets of the Corporation to be distributed as follows:

(a) All liabilities of the Corporation shall be paid or adequate provision shall be made for their payment.

(b) All of the Corporation’s remaining assets, real or personal, shall be distributed to an exempt organization under Section 501(c) (3) of the Code.  This organization shall be determined by the Board of Directors. Any such assets not so disposed of, for whatever reason, shall be disposed of by order of the Circuit Court for the County of Oakland, Michigan to such organization or organizations as said Court shall determine, which are organized and operated exclusively for charitable purposes.

1.6 Distributions.  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in this Article.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) , any political campaign on behalf of any candidate for public office.

ARTICLE II
Offices

2.1 Registered Office.  The principal office and registered office of the Corporation shall be in Oakland County, State of Michigan, or at such other place as the Board of Directors shall from time to time determine.

2.2 Other Offices.  The Corporation may have offices at such other places as the Board of Directors may from time to time determine.

ARTICLE III
Membership

3.1 Types.  Membership shall be of three types:  regular, associate, and retired membership; and shall be for a period of January 1 to December 31.

(a) Regular Membership.  Regular membership shall be limited to persons actively engaged in the administration of student financial aid in postsecondary institutions located in the state of Michigan.  Each regular member shall be entitled to vote as a member of the corporation, to hold office in the corporation, and shall be  urged to attend annual meetings, work conferences, and all other meetings of the corporation.

(b) Associate Membership.  Associate membership shall be open to persons representing public and private agencies and organizations concerned with or engaged in the support and/or administration of student financial aid.  Associate membership shall also be open to persons actively engaged in the administration of student financial aid in post-secondary institutions in states other than Michigan.  Each associated member shall be entitled to one vote, to be a committee member or chairperson unless otherwise specified, to hold only the office of associate member sector representative, and shall be encouraged to attend annual meetings, work conferences, and all other meetings of the corporation.

(c) Retired Membership.  Retired membership shall be open to persons who have retired from and have served the most recent ten years in a position  eligible for regular or associate membership in MSFAA.  Each retired member shall be entitled to vote, to be a committee member or chairperson unless otherwise specified, and shall be encouraged to attend annual meetings, work conferences, and all other meetings of the corporation.

(a) An annual business meeting of all members shall be held at such time as shall be set by the Board of Directors, for the purpose of electing  officers and for transacting such other business as may properly be brought before the meeting.

(b) Special membership meetings may be called at any time by the majority of the Board of Directors or the President, and shall be called by the Secretary upon the written request of the President.

(c) The Board of Directors may adjourn any meeting to another time and place.  Notice of such adjourned meeting shall be given even though the time and place thereof are announced at the meeting at which the adjournment is taken.

(d) Any action required or permitted to be taken pursuant to an authorized vote at any membership meeting may be taken without a meeting if, before or after the action, the membership consents thereto in writing.  Written consent shall be filed with the corporation and shall have the same effect as the vote of the member for all purposes.

3.3 Notice of Meetings.

(a) Written notice shall be given to the membership at least ten (10) but not more than ninety (90) days prior to the annual business meeting.  Special membership meetings shall be held pursuant to notice of the time, place and purpose thereof either delivered personally or sent by telephone, telegraph or mail to the membership not less than five (5) days prior to the meeting, and if by telephone, confirmed in writing before or after the meeting.

(b) Notwithstanding the foregoing, no notice need be given if the member submits a signed waiver of notice before or after a meeting, or attends a meeting without protesting any lack of notice.

3.4 Proxies.  A member may authorize other persons to act for it by proxy.  A proxy shall be signed by the membership’s authorized agent or representative and is not valid after the expiration of three years from its date unless otherwise provided in the proxy.  A proxy is revocable at the pleasure of the member, except as otherwise provided by law.

3.5 Voting.  Each member is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation.

3.6 Quorum.  One tenth of the membership shall constitute a quorum for the purposes of conducting business at any membership meeting.

3.7 Dues. Regular and associate member dues shall be determined by the Board and collected once each membership year.  Retired members shall be exempt from dues.

ARTICLE IV
Board of Directors/Officers

4.1 Functions.  Except as specifically provided in the Corporation’s  Articles of Incorporation or these bylaws, all rights, powers, duties and  responsibilities related to the management and control of the Corporation’s property, activities and affairs are vested in the Board of Directors.  In addition to the power and authority expressly conferred upon it by these bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the Corporation which is not by law or by the Articles of Incorporation or by these bylaws required to be taken by some other party.

4.2 Board of Directors.  The Board of Directors shall be composed of the eleven officers of the corporation.

4.3 Officers.  The officers of the corporation are the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President, and a Sector Representative from each of the following sector groups:  (1) four-year public universities, (2) two-year public colleges, (3)  two and four-year independent colleges and universities, (4) proprietary and other postsecondary schools, and (5) associate members.  A member may not hold more than one office simultaneously.

4.4 Selection and Term.  The President-Elect, Vice-President, Secretary, and sector representatives shall be elected annually and in a manner approved by the Board and shall serve a term of one year commencing immediately following the annual business meeting or until such officer’s successor is elected. At the end of one year, the President-Elect shall succeed the President, and the President will become the Immediate Past-President.  The Treasurer shall be appointed by President with the approval of the Board of Directors, and shall serve a term of two years beginning January and ending December 31 of the following year.

4.5 Removal.  At any meeting, by vote of a majority of directors present, the Board may remove any director whenever this removal is believed to be in the best interest of the Corporation or the Board.

4.6 Vacancies.

(a) A vacancy created by the death, resignation, or removal of the President shall be filled by the Past President.  A Past President succeeding to the office of President through such vacancy shall complete the term or serve for a duration of time as determined by the Board of Directors.  The Past President position shall remain vacant until the next  annual meeting or shall be filled by appointment by the Board of Directors.   If the Past President is unable to succeed as President, the term shall be completed by a regular member appointed by the Board of Directors in accordance with stated directives in the MSFAA Policy and Procedures Manual.

(b) A vacancy created by the death, resignation, or removal of the President-Elect shall be filled by a vote of the membership to be conducted  within forty-five days of the vacancy occurring or shall remain vacant until the next business meeting.  If the President-Elect position is not filled by a vote of the membership, the current President shall succeed as President for a second term.

(c) A vacancy created by the death, resignation, or removal of the Vice President, Secretary, or Sector Representative shall be filled by appointment by the President with approval of the Board of Directors. The person appointed to fill the vacancy shall serve for the unexpired portion of the term.

(d) A vacancy of President created by the death, resignation, or removal of both the President and Past President shall be filled by appointment by the Board of Directors in accordance with stated directives in the MSFAA Policy and Procedures Manual.  The persons appointed to fill the vacancies shall serve for the unexpired portions of the term.

(a) An annual meeting of the Board of Directors shall be held within three (3) months of the close of the fiscal year of the Corporation, on a date and at a place and time as the Board of Directors shall determine.

(b) In addition to the annual meeting, there shall be held regular meetings in accordance with a schedule at such times and places as the Board of Directors shall determine.

(c) Special meetings of the Board of Directors may be called by the Secretary of the Corporation upon the request of the President or not less than three of the directors.

(d) Meetings of the Board of Directors may be held at any place within or without the State of Michigan.

(e) Five of the officers shall constitute a quorum for the purposes of conducting business at any meeting of the Board of Directors.

(f) Any action required or permitted to be taken pursuant to authorized vote at any meeting of the Board of Directors or a committee thereof, may be taken without a meeting if, before or after the action, all members of the Board of Directors or the committee consent thereto in writing.   Written consent shall be filed with the minutes of the proceeds of the Board of Directors or committee.  Such consent shall have the same effect as the vote of the Board of Directors or committee for all purposes.

(h) A member of the Board of Directors or of a committee may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can send and receive information.  Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

(a) Written notice shall be given to the directors at least ten (10) but not more than sixty (60) days prior to all regular meetings of the Board  of Directors.  Special meetings of the Board of Directors shall be held pursuant to notice of the time, place and purpose thereof either delivered  personally, communicated by telephone, or sent by telegraph or mail to each director not less than five (5) days prior to the meeting, and if by telephone, confirmed in writing before or after the meeting.

(b) Notwithstanding the foregoing, no notice need be given to any person who submits a signed waiver of notice before or after a meeting, or  who attends a meeting without protesting any lack of notice.

4.9 Resignation.  A director may resign by giving written notice to the President of the Corporation.  Unless otherwise specified in the resignation, the resignation shall take effect upon receipt, and the acceptance of the resignation shall not be necessary to make it effective.

4.10 Voting.  The vote 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 unless a greater vote is required by law, by the Articles of Incorporation or by these bylaws. Each officer present shall have one vote.  No officer shall be entitled to vote by proxy.

4.11 Compensation of Officers.  The officers, as such, shall not be compensated  for the performance of services for the Corporation, but may, by resolution or policy of the Board of Directors, be reimbursed for expenses incurred on behalf of the Corporation.

4.12 Duties of Officers.  The duties of all officers shall be as set forth in these bylaws and as specifically established by the Board of Directors from time to time.

(a) President.  The President shall preside at all meetings of the membership and the Board of Directors, shall act as the chief executive officer of the Corporation, and, subject to the direction of the Board of Directors, shall have general powers of supervision and management of the affairs of the Corporation.  The President shall appoint, with the approval of the Board of Directors, the chairperson and members of all committees, and shall be an ex-officio member of all committees.

(b) President-Elect.  The President-Elect shall carry out any duties assigned by the President.  In the absence or disability of the President or in the event of (and during the period of) a temporary vacancy in that office, the President-Elect shall have the powers and perform the duties of the President.

(c) Vice President.  The Vice President shall carry out any duties assigned by the President.

(d) Secretary.  The Secretary shall cause a record to be kept in permanent form of all meetings of the Board of Directors and shall send out notices of all membership and Board of Directors meetings.  The Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

(d) Treasurer.  The Treasurer will have general charge of the finances of the Corporation.  When necessary and proper, he or she will endorse, on behalf of the Corporation, all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession; will deposit the same, together with all other funds of Corporation coming into his or her possession, in such bank(s) as may be selected by the Board of Directors.  He or she will keep full and accurate account of all receipts and disbursements of the Corporation in books belonging to the Corporation, which will be open at all times to the inspection of the Board of Directors.  He or she will present to the Board of Directors at its annual meeting a report as Treasurer and will, from time to time, make such other reports to the Board of Directors as it may require.  The Treasurer shall be under such bond as determined by the Board of Directors.

(e) The Board of Directors may, at its discretion, appoint an Assistant Treasurer or Assistant Secretary who will perform duties under the direction of the Treasurer or Secretary, and who shall not be voting members of the Board of Directors.

(f) Additional Duties.  Any officer of the Corporation, in addition to the powers conferred upon him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

ARTICLE V
Committees

5.1 Appointment of Committees.  The Board of Directors may designate one or more committees, each of which will consist of at least one committee chairperson and one or more committee members.  Committee members may be  members of the Board of Directors or members of the Corporation.  The chairperson of the committee will be appointed by the President of the Corporation, with the approval of the Board of Directors.

5.2 Report of Committees.  The studies, finds, and recommendations of  all committees will be reported to the Board of Directors for consideration  and action, except as otherwise ordered by the Board of Directors.  Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.

ARTICLE VI
Indemnification of Directors, Officers And Employees

6.1 Right to Indemnify Directors, Officers, and Employees.  The Corporation shall indemnify any person and shall pay in advance the defense expenses of  any person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, business corporation, partnership,  joint venture, trust or other enterprise, whether for profit or not for profit, to the fullest extent permitted by the Act, as the same exists or hereafter may be amended, against all expenses, including attorneys’ fees, liability (including without limitation liability for money damages for breach of fiduciary duty) and loss reasonably incurred or suffered by such person in connection therewith.  No repeal or modification of this Article shall adversely affect any right or protection of any person existing at the time of or with respect to any acts or omissions occurring before such appeal or modification.

6.2 Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of board members in accordance with the Act.

ARTICLE VII
Conflict of Interest

7.1 Statement of Policy.  It is the policy of the Corporation that all officers and committee members of the Corporation shall scrupulously avoid any conflict between their own respective individual interests and the interests of the Corporation, in any and all actions taken by them on behalf of the Corporation in their respective capacities.

7.2 Dealing with the Corporation.  A contract or other transaction between the Corporation and one or more of its officers, or between the Corporation and a domestic or foreign corporation, firm or association of any type or kind in which one or more of the Corporation’s officers are directors or officers, or are otherwise interested, is not void or voidable solely because of such common directorship, officership or interest, or solely because such directors are present at the meeting of the Board of Directors or committee thereof at which such contract or transaction is acted upon or solely because their votes are counted for such purpose if any of the following conditions is satisfied:

(a) The contract or other transaction is fair and reasonable to the Corporation when it is authorized, approved or ratified; or

(b) The material facts as to such director’s relationship or interest and as to the contract or transaction are disclosed or known to the Board of Directors or committee thereof and the Board of Directors or committee thereof authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of any common or interested director; or

(c) The material facts as to such officer’s relationship or interest and as to the contract or transaction are disclosed or known to the membership, and the membership authorizes, approves or ratifies the contract or transaction.

7.3 Procedure in Event of Potential Conflict of Interest.  In the event that any officer or committee member of the Corporation shall have any direct or indirect interest in, or relationship with, any individual or organization which proposes to enter into any transaction with the Corporation, such officer or committee member shall give the Board of Directors written notice of  such interest or relationship and shall thereafter refrain from voting or otherwise attempting to exert any influence on the Corporation, its Board of Directors, or its committees, to affect its decision to participate or not to participate in such transaction.

7.4 Special Voting Rules.  Any member of the Board of Directors who has a conflict of interest on any matter involving the Corporation shall not be counted in determining the quorum for the meeting at which the matter is to be acted upon, even when permitted by law.  The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the quorum situation.

7.5 Notice of Policy.  Every officer or committee member shall be advised of the policy set forth in this Article by the President immediately upon election or appointment. Each officer or committee member shall be asked to submit a letter outlining any possible area of conflict of interest at the first meeting of the Board of Directors following his or her election or appointment, and the letter shall become a part of the permanent records of the Corporation.

7.6 Publication of Policy.  The policy set forth in this Article shall be called to the attention of the Board of Directors and each Committee of the Corporation at a regular meeting thereof, not less than once each year, and  such action shall be recorded in the minutes of such meeting.  A copy of this policy shall be furnished to each officer and committee member who is presently serving the Corporation, or who may hereafter become associated with the Corporation.

ARTICLE VIII
Audits and Fiscal Year

8.1 Audits.  There shall be an audit of the financial statements of the Corporation by an independent certified public accountant selected by the Board of Directors conducted prior to the conclusion of the duties of the Treasurer or at least every two years.

8.2 Fiscal Year.  The fiscal year of the Corporation shall be from the first day of January to the last day of December.

ARTICLE IX
Miscellaneous Provisions

9.1 Expenditure Approval.  The Board of Directors shall designate officers to approve expenses and sign checks, drafts, or other obligations for the payment of money.

9.2 Borrowing.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except when specifically authorized by the Board of Directors.  The authority contained in this Section shall be express and confined to specific instances.

9.3 Method of Giving Notices.  Any notice required by statute or by these bylaws to be given to the officers of the Corporation, unless otherwise provided herein or in any statute, shall be given by mailing to such officer at such officer’s last address as appears on the records of the Corporation and such notice shall be deemed to have been given at the time of such mailing.

9.4 Amendments.  These bylaws may be altered or amended by the Board of Directors or the membership.

9.5 Additional Rules.  The Board of Directors may adopt additional rules and procedures for the conduct of their meetings, and additional rules and regulations for the conduct of the affairs of the Corporation, provided that no such additional rule shall be inconsistent with the Articles of Incorporation or these bylaws.  These rules and regulations will be maintained in the Corporation’s Policy and Procedures Manual.  This record shall be kept by the Corporation Secretary.