ByLaws

Article I – Name

The name of this association shall be the Michigan Intramural Recreational Sports Association (MIRSA). 

Article II – Purpose

The Association shall be organized and operated exclusively for social welfare purposes. Subject to the limitations set forth in the Articles of Association, the purposes of this Association shall be to engage in any lawful activity, none of which is for profit, for which associations may be organized under Section 501(c)(4) of the Internal Revenue Code (or its corresponding future provision). 

The Association’s primary purpose is to promote and enhance the quality of recreational sports programs in various settings throughout Michigan. This may be accomplished through professional meetings, publications, dissemination of ideas, and the maintenance of policies consistent with the philosophy of NIRSA.

Article III – Membership

Section 1 - Eligibility

Any person who supports the above purpose is eligible to apply for membership.

Section 2 - Membership Categories

The Association shall have two (2) categories. Professional Members and Student Members as defined below.

Section 2.1 – Professional Members

A Professional Member is any individual who is presently employed or actively seeking employment in higher education, retired from higher education employment, or employed in a field directly associated with the administration of recreation, health, and well being services in the state of Michigan. Any such individual, shall be eligible for professional membership in MIRSA.  Professional Members are entitled to all rights and privileges of the Association.

Section 2.2 – Student Members

A Student Member is any student currently enrolled in a post-secondary education institution in Michigan. Any such individual shall be eligible for student membership in MIRSA.  Student members shall receive all newsletters, be eligible to attend all meetings, and may hold appointive positions on committees, but may not hold an elected office, except for the State Student Representative.  Student Members shall be eligible to vote on the State Student Representative, but shall not be eligible to vote on any other official association business.  The State Student Representative will be entitled to vote on behalf of the student membership on all official association business.

Section 3 - Dues

Members may be required to pay annual dues in such amounts as shall be determined by resolution of the Board of Directors. Dues paid to the Association become the property of the Association, and any severable or individual interest of any members terminates upon such payment. If the Board of Directors requires dues, renewal shall be payable on May 1, annually.

Section 4 - Membership Term

The membership year shall be from time of registration and/or payment until April 30, annually, up to 12 months. Membership shall automatically terminate for the nonpayment of dues if the Board requires the payment of dues, terminating all rights and privileges in the Association.

MIRSA Membership expires on April 30, annually. Members will be alerted at least 30 days prior to their membership expiration and will be provided with instructions on how to renew membership. Membership shall automatically terminate for the nonpayment of dues if the Board requires the payment of dues, terminating all rights and privileges in the Association.

Article IV – Structure

Section 1 - NIRSA Membership

The Association shall be a state organization and state association member within the National Intramural and Recreational Sports Association (NIRSA). The association shall meet the following criteria to maintain state association membership within NIRSA:

1. Maintain consistency of purpose with NIRSA;

2. Each elected officer in the Association must maintain membership in NIRSA;

3. Possess continuing proof of the tax exempt status with the Internal Revenue Service;

4. Yearly submission of documentation to NIRSA for maintaining state association status.

Section 2 - Board of Directors

A Board of Directors shall be formed to serve the membership in conducting the business of the Association. They have the authority to conduct business and write resolutions on behalf of the Association, only when all five members are present and a majority of the Directors affirm the vote.

The Board of Directors shall report the results of actions taken by the Board of Directors to the membership in regular publication, on the MIRSA website, or at any meeting of the members.

Section 3 - Determining Membership

The Board of Directors shall approve  the structure and process for determining active membership and Dues in the Association. These shall be recorded annually in an appointed committee’s operating codes, and shared with members.

Article V – DIRECTORS

Section 1 - Types of Directors

There shall be two types of Directors – professional elective and student elective. The professional elective Directors of the Association shall be Past State Director, State Director, State Director Elect, and Treasurer.  The student elective office of the Association shall be the Student Representative. All such Directors must be NIRSA members and affiliated with institutions within the state of Michigan.

Section 2 - Terms

The term of Past State Director, State Director, and State Director Elect shall be one year per position for a total of a three year term limit upon election as State Director Elect..  The term of Treasurer shall be two years.  The term of the Student Representative shall be one year. The new Board of Directors assumes responsibility for the Association May 1st annually:

1. The newly voted State Director Elect assumes all State Director Elect responsibilities.

2. The prior State Director Elect assumes all State Director responsibilities.

3. The prior State Director assumes Past State Director responsibilities.

4. The prior Past State Director is no longer on the Board of Directors.

Section 3 - Management of the Association

The management of the Association shall be entrusted to the Board of Directors, which shall consist of the Past State Director, State Director, State Director Elect, Treasurer, and Student Representative.

Section 4 - Duties

Section 4.1 - State Director Elect Duties

The State Director Elect shall assume responsibilities of the State Director in their absence. If the State Director Elect position becomes vacant during the term, the State Director will assume all State Director Elect responsibilities and a special election may be held to fill the vacancy.  

Section 4.2 - State Director Duties

The State Director shall preside over state business meetings and will be the liaison to NIRSA and the Region III representative, represent MIRSA at state, regional, and national events, and facilitate the goals and objectives for the association. In the event the State Director position becomes vacant during the term, the State Director Elect shall assume all State Director responsibilities for the remainder of the unexpired term in addition to their current duties as State Director Elect and a special election may be held to fill the vacancy

Section 4.3 - Past State Director Duties

The Past State Director shall serve a one year term on the Board of Directors. In the event the Past State Director position becomes vacant during the term, the State Director shall assume all Past State Director responsibilities or appoint a former MIRSA State Director to assume the responsibilities for the remainder of the unexpired term The appointment must be approved by the Board of Directors.  

Section 4.4 - Treasurer Duties

The Treasurer shall supervise all of the Association’s receipts, expenditures, serve on the Finance Committee, and ensure that the association maintains Internal Revenue Service non-profit status. In the event the Treasurer position becomes vacant during the term, the State Director shall appoint a member to the position until a special election can be held. The appointment must be approved by the Board of Directors. 

Section 4.5 - Student Representative

The MIRSA Student Representative is elected to serve the student membership of Michigan.  The student representative will work closely with the MIRSA Board of Directors and elected NIRSA leaders.  The MIRSA Student Representative will serve on the Board of Directors, inform and educate MIRSA students through conference presentations and committee involvement, and maintain communication through social media. If the Student Representative office becomes vacant or a vote cannot be taken because quorum cannot be met, a replacement shall be appointed by the Board of Directors to complete the term.

All Directors are responsible for:

1. Promoting awareness, interest and involvement in MIRSA;

2. Submitting reports and updates for MIRSA member communication;

3. Attending and speaking at State Business Meetings;

4. Assisting in development or short and long range goals and objectives.  

Section 5 - Elections

Elections must conclude at least 30 days prior to the new Board of Directors assuming responsibility for the Association annually on May 1. Election process will be updated annually by the Nominations & Elections Committee, approved by the Board of Directors, and shared with the Membership.

Section 6 - Candidates

For elections, the Board of Directors will approve the slate of candidates submitted by the Nominations and Elections Committee. A simple majority of votes cast will determine the outcome in elections.

In the event any of the elected Board positions become vacant, a special election may be held to fill the vacant position(s). In the case of a special election, the Board of Directors will work with the Bylaws and Committee Operating Codes and Nominations and Elections Committees to establish the process.

Section 7 - Compensation

Directors will serve without compensation, other than to be reimbursed for expenses related to Board service, upon the approval of the Board of Directors.

Section 8 - Removal

The entire Board of Directors or any individual director may be removed from office at any time by the vote of a majority of the members of the Association. If any or all Directors are so removed, new Directors may be elected at the same meeting, and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected during the removal meeting, the position will be considered vacant and will follow procedures outlined in Article V, Section 9.

Section 9 - Vacancies

1. Vacancies in the Board of Directors shall exist: (1) on the death, resignation or removal of any Director; (2) whenever the number of Directors authorized by the Articles of Association is increased by an amendment to the Articles of Association; and (3) on failure of the members in any election to elect the full number of Directors authorized.

2. Vacancies shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.

3. A majority of members of the Association may elect a Director at any time to fill a vacancy not filled by the Directors as provided in part (b) of this section. Should all of the Director positions become vacant and there is consequently no Director left to fill vacancies, the vacancies shall be filled by a majority of the members present at a regular or special meeting of members called for that purpose, provided a quorum is present.

4. Persons elected to fill vacancies shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as provided in these Bylaws.

Article VI – Meetings

Section 1 - Business Meetings

At least two Business Meetings must be conducted annually, once in the first half of the fiscal year and once in the second half of the fiscal year. The Board of Directors must provide the Membership with sufficient notice of the meeting, at least 30 days in advance, and the agenda at least 10 business days in advance of the scheduled meeting.

A call for new business will be provided at a specified time within the agenda, during which time any member present at the business meeting can speak to the association. An opportunity for a motion and vote will be dictated by Robert’s Rules of Order.

Section 2 - Special Meetings

In addition to the two required meetings, special meetings may take place at the discretion of the Board of Directors. In case of a special meeting of members, the purpose or purposes for which the meeting is called, shall be given to each member entitled to vote at such meeting no fewer than ten (10) days before such meeting.

A call for new business may be issued at the discretion of the Board of Directors during Special Meetings, but is not required.

Section 3 - Quorum

Quorum is required for business and/or votes to take place.

The Association professional membership in attendance or 6 members who are not MIRSA Directors, whichever is greater, shall constitute a quorum for all Business Meetings.  Meetings will be held using an abbreviated version of Robert’s Rules of Order.

For student votes, the Student membership in attendance or 6 members who are not the State Student Leader, whichever is greater, shall constitute a quorum.

Article VII – Committees

Section 1 – Standing Committees

Standing committees shall be appointed and populated by the Board of Directors. The Standing Committees shall be:

1. Bylaws and Committee Operating Codes

2. Nominations and Elections

3. Finance

Each standing committee shall be Chaired by a Professional Member not on the Board of Directors.

Section 2 – Ad Hoc Committees

Ad hoc committees shall be appointed and populated by the Board of Directors as deemed necessary.

Article VIII – BOOKS, RECORDS, AND REPORTS

Section 1 - Funds and Disbursements; Bonding

All monies paid to the Association shall be placed in a general operating fund, or in other special funds as approved by the Board of Directors. Each disbursement shall be made by check signed by the treasurer or another member of the Board of Directors if the treasurer is absent. 

Section 2 - Accounting Year

The accounting year for the Association shall end on June 30.

Section 3 - Budget

As soon as possible after election of an incoming Board of Directors and officers, The Finance Committee shall compile a budget of estimated expenses for the coming year. After the Board has been seated, the Finance Committee shall submit such a budget to the Board of Directors for approval within 30 days.

Section 4 - Annual Financial Report to Members

1. Each year, each member may request a copy of the most recent annual financial report, and it shall promptly be sent to any member who sends a written request for the report within 10 business days.

2. Not later than 90 days after the close of the accounting year, the Association shall prepare an annual financial report containing a balance sheet, an income statement for the year and the information required by section (c) herein. The report shall be accompanied by either a report by an independent accountant or, if there is no such report, then a certificate by an authorized officer of the Association that the statement was prepared without audit from the books and records of the Association.

3. Within 90 days after the close of the accounting year, the association shall prepare and give to each member a statement of any transaction with the Association in which any Director or Officer had a direct or indirect material financial interest.

4. The statement in section (c) shall be given to each member in the manner provided for giving notice of meetings to members. This requirement may be satisfied by sending the annual financial report containing this statement.

Section 5 - Non-Financial Reporting

Committee chairs for both standing and ad hoc committees will provide written reports to the Board of Directors, to be shared with Membership, during the two required Business Meetings each year. Written reports will go into the Business Meeting agendas and/or minutes. The Board of Directors may request or require additional reports from Standing and Ad Hoc committees, as needed.

Section 6 - Inspection by Directors

Every director has an absolute right at any reasonable time to inspect all books, records and documents of any kind and the physical properties of the Association.

ARTICLE IX - INDEMNIFICATION

The Association shall indemnify its officers and directors to the fullest extent allowed by Michigan law. 

ARTICLE X - PRINCIPAL OFFICE

The principal office of the Association shall be located at such other place that may be designated by the Board of Directors. 

ARTICLE XI – AMENDMENTS AND BYLAWS

Section 1 - Amendment Process

The bylaws may be amended at any State Business Meeting or written or electronic ballot provided that (1) the proposed amendment is presented to the entire membership in writing a minimum of 30 days in advance of the vote and (2) that two-thirds (2/3) majority of the votes cast approve the said proposed amendment.

Section 2 - Operating Codes

Committee Operating Codes shall be reviewed and updated annually by each appointed committee, and approved annually by the Board of Directors.

ARTICLE XII – VOTING

Section 1 – Voting Process

Voting for elections and association business may be done at any business meeting or via an electronic platform. The appropriate electronic platform must be approved by the Board of Directors.

Section 2 – Voting rights

Voting rights in elections and Association business will be extended to all professional members that are registered with the Association 30 days prior to the start of voting.

Voting rights in student elections will be extended to all student members that are registered with the Association 30 days prior to the start of voting.

Section 3 – No Voting by Proxy

There shall be no member voting by proxy.

Revised: MIRSA - May 2, 2025