CHARTER

FOR THE

ASSOCIATION OF PUBLIC ADMINISTRATORS OF

GRAND RAPIDS

Article I: Name

This association shall be known as the “Association of Public Administrators of Grand Rapids,” hereinafter referred to as “Association.”

Article II: Objectives

The general purposes of the Association are to increase the efficiency of city operations through improved communications and relationships with one another; to promote and provide opportunities for professional advancement; to develop public confidence in city employees; to promote stability and continuity within city operations; to maintain competitive wages, hours, fringe benefits and other terms and conditions of employment; to maintain and protect the interest of the members of this Association through negotiation and arbitration, if necessary, as the medium for change.

Article III: Membership

Section 1: Permanent Full Time Supervisory Personnel

All permanent full time supervisory personnel of the city of Grand Rapids government are eligible for membership, through mutually agreed position classifications or those determined with or by the Michigan Employment Relations Commission (MERC).

Section 2: Organization of the Association

Subsequent to the organization of the Association under MERC and the initial adoption of the Charter and By-Laws, qualified members eligible to vote in the conduct of business by the Association shall be defined as members who have signed Association membership authorization cards on file, in addition to qualifying under the Charter, Article III and By-Law II, all parts.

Article IV: Adoption

Adoption/organizational (founding) process subsequent to the recognition of the Association under MERC, and the initial adoption of the Charter and By-Laws, qualified members to vote for the purposes of the ongoing conduct of business by the Association shall be defined as members who have on file signed Association membership authorization cards, in addition to qualifying under the Charter, Article III and By-Laws, By-Law II.

Article V: Governing Body

Section 1: Officers and Representatives

Five officers and four representatives shall form a “Board of Directors” of nine members:

Chairperson

Vice-Chairperson

Secretary

Treasurer

Parliamentarian

4 Representatives

Section 2: Chairperson, Secretary, and Treasurer

The chairperson, secretary, and treasurer shall be popularly elected at-large. The methods of electing other officers and representatives, and all terms of office shall be designated in the By-Laws.

Article VI: Duties of the Governing Body

Section 1: Board of Directors

A. The Board of Directors shall be responsible for the operation of the Association business and finances. It shall have authority to propose fees and procedures necessary to conduct the affairs of the Association, as set forth in this Charter and the By-Laws.

B. A majority (5) of the designated positions (9) for the Board of Directors shall be required for a quorum. All ordinary business of the Board of Directors shall require a positive vote of at least a majority of those present.

Section 2: Chairperson

The chairperson shall act as chair of the Association meetings and the Board of Directors, and shall have other duties as prescribed in this Charter and the By-Laws. The chairperson may receive a cash stipend for these duties if provided for in the By-Laws.

Section 3: Vice Chairperson

The vice-chairperson shall perform all duties of the chairperson when the chairperson is absent, and shall have other duties as prescribed in this Charter and the By-Laws. The vice-chairperson may receive a cash stipend for these duties if provided for in the By-Laws.

Section 4: Secretary

The secretary shall keep a permanent record of all Association meetings and a detailed record of all executive board meetings, and shall have other duties as prescribed in this Charter and the By-Laws. The secretary may receive a cash stipend for these duties if provided for in the By-Laws.

Section 5: Treasurer

The treasurer shall be responsible for the financial transactions and financial records of the Association, and shall have other duties as prescribed in this Charter and the By-Laws. The treasurer may receive a cash stipend for these duties if provided for in the By-Laws.

Section 6: Parliamentarian

The parliamentarian shall be responsible for the adherence to this Charter and the By-Laws, and perform interpretations with or without a question. The parliamentarian may be over-ruled by five (5) votes of the Board of Directors. All such over rules must be reported in writing to the membership. The parliamentarian may receive a cash stipend for these duties if provided for in the By-Laws.

Section 7: Representatives

Representatives shall be voting members of the Board of Directors and shall perform duties described by this Charter and the By-Laws. The representatives may receive a cash stipend for these duties if provided for in the By-Laws.

Article VII: Standing Committees

Section 1: Member-At-Large

The Association shall have members-at-large for the various standing committees. These members-at-large are limited to voting on issues of their committee only. Members-at-large shall be appointed to committees by the Board of Directors. The number of members-at-large will be appointed to the following committees:

CONTRACT COMMITTEE (6)

NOMINATIONS AND ELECTIONS COMMITTEE (4)

AMENDMENTS COMMITTEE (2)

A. “Contract committee” will be comprised of the following; the chairperson, the vice-chairperson, six (6) members-at-large, and one (1) member appointed by the chairperson. The contract committee may have (non-voting) counsel present as provided by the Board of Directors.

B. “Nominations and elections committee” will be comprised of the following; four (4) members-at-large, not to be Board of Directors appointed as members-at-large. The committee shall prepare for and hold elections for elected positions.

C. “Amendments committee” will be comprised of the following: the parliamentarian, the four (4) representatives and two (2) members-at-large.

Section 2: Other Committees

There shall also exist other committees; their duties, composition, and rules shall be provided for in this Charter or within the By-Laws.

Article VIII: Meetings

Section 1: Meeting Dates

The Board of Directors shall establish regular board and membership meeting dates.

Section 2: Special Meetings

The Board of Directors may call a special meeting of the membership at any time and upon short notice if they deem such would be in the best interests of the membership provided at least five (5) directors agree.

Section 3: Special Meetings

Special meetings of the Board of Directors may be called by the chairperson at any time, and shall be called upon receipt of a written request of any three (3) directors. Notice of any special meeting shall be given to the remaining members of the Board of Directors.

Section 4: Other Committee Dates

Other committee meeting dates shall be established in the By-Laws.

Section 5: Parliamentary Procedure

Parliamentary procedure shall govern, as determined by the Board of Directors, all meetings of the membership and committees.

Article IX: By-Laws

Section 1: Established Set By-Laws

There shall be established a set of By-Laws both separate and subordinate to this Charter.

Section 2: By-Laws Rules

The By-Laws shall include the methods of additional rules and procedures, including service dues or fees necessary to conduct the affairs of the Association.

Section 3: Consultants

The By-Laws shall provide for the utilization of consultants/professionals as needed.

Article X: Dissolution of the Association

This Association may be dissolved in accordance with laws and rules of the Michigan Employment Relations Commission.

Article XI: Assets

Section 1: Protection of Assets

Assets of the Association shall be protected to the best ability of the Board of Directors and as may be further provided in the By-Laws.

Section 2: Indemnification

The APA agrees to hold harmless and indemnify the officers, members of the board, and authorized agents against all costs, expenses, loss or damage, including attorney fees, which may be incurred as a result of any claim or litigation against them if such claim or litigation arises out of and in the course of carrying out their duties on behalf of the APA. The APA assumes this responsibility so long as the officer, member of the board and agent was acting within the scope of their authority, acting in good faith, their conduct did not amount to gross negligence or willful and wanton misconduct, and their conduct was not an intentional tort.

Section 3: Distribution of Assets

Should it become necessary to “distribute assets” back to the membership (not to be confused with “refunds” below), the following shall be the rule: all assets to be distributed shall be converted to cash. Cash shall be distributed from the date of distribution back to a point where all cash is distributed (the distribution period) in accordance to the contribution made by any member during the “distribution period”, current or past, in a ratio to the total of all cash to be distributed. Assets not convertible to cash shall be distributed by a 50% plus one vote of the current membership voting.

Section 4: Crediting Service Dues or Fees

Should it become desirable to “refund (or credit)” service dues or fees, the By-Laws shall provide for a method or methods before the refund takes place.

Article XII: Charter and By-Laws Amendments

Section 1: Proposed Amendments

Any member may propose an amendment to this Charter or its By-Laws by submitting the proposed amendment to the amendments committee.

Section 2: Proposed Amendments

For the proposed amendment to be considered, it must adhere to the following:

A. The proposal must gain the endorsement of at least four members of the Board of Directors, or by petition with the signatures of at least 30% plus one member of the total membership in good standing.

B. The Amendments Committee shall review the amendment to determine whether there are any inconsistencies with the Charter and By-Laws and resolve any inconsistencies.

C. The perfected amendment shall then be mailed or hand delivered to the membership a minimum of twenty (20) days prior to the membership meeting.

D. An amendment of this Charter shall require a positive vote of 50% plus one member of the membership voting to be adopted. {not voting has no impact for the vote count.}

E. An amendment of the By-Laws shall require a positive vote of 50% plus one member of the membership voting to be adopted. {not voting has no impact for the vote count.}

Article XIII: Miscellaneous

There may be established in the By-Laws, a grievance appeal procedure, a definition of “good standing” and in addition the By-Laws may contain any other issues to insure efficient Association organization provided they are not inconsistent with this Charter.