ARTICLE I - THE AUTHORITY

Section 1. Seal of the Authority.

The seal of the Authority shall bear the name of the Authority and a silhouette of the State of Michigan.  The seal shall appear on all official documents of the Authority.

Section 2. Office of Authority.

The General Offices of the Authority shall be at Lansing, Michigan or at such other place as the Authority may from time to time designate by resolution.

ARTICLE II - OFFICERS

Section 1. Officers.

The Officers of the Authority shall be the Chairperson, the Vice Chairperson, the Members, the Executive Director, the Deputy Executive Director, the Managing Director and the Controller, and a person may hold more than one office at the same time.  The Executive Director shall be the chief administrative officer of the Authority and shall have general supervision over and be in administrative charge of the business and affairs of the Authority.  Except as otherwise provided by resolution of the Authority, the Executive Director shall propose budgets and fees sufficient to cover administrative and operation costs and he shall make final certification for payment of all duly authenticated and authorized items of expenditure for payment from any Authority funds from whatever source derived, and shall approve all vouchers, payrolls and requisitions.  The Executive Director shall keep a record of the Authority and shall be custodian of all books, documents and papers filed with the Authority and of the minute book or journal of the Authority and of its official seal.  The Executive Director may cause copies to be made of all minutes and other records and documents of the Authority and may give certificates under the official seal of the Authority to the effect that such copies are true copies, and all persons dealing with the Authority may rely upon such certificates.  The Authority may by resolution designate as President any person who is serving as Executive Director, which designation however, shall in no way expand or otherwise modify the duties and responsibilities of the Executive Director.

Section 2. Additional Duties.

The officers and members of the Authority shall perform such other duties and functions as may from time to time be required by the Authority or the By-Laws or rules and regulations or resolutions of the Authority.

Section 3. Additional Personnel.

The Authority may from time to time employ such personnel as it may deem necessary to exercise its powers, duties and functions as prescribed by law.  The selection and compensation of such personnel and of the Executive Director shall be determined by the Authority in accordance with applicable provisions of law.

Section 4. Vice Chairperson.

The Vice Chairperson may perform all duties of the Chairperson during the vacancy of office of the Chairperson and such duties as are authorized by resolution of the Authority.  The Vice Chairperson shall preside at all duly called meetings of the Authority when the Chairperson is not present.  The Vice Chairperson may call special meetings of the Authority when he determines that the Chairperson is unable to call such a meeting.  The notice of call of the special meeting shall comply in all other respects with Article III, Section 2 of these By-Laws.  The notice of call which is sent out by the Vice Chairperson shall contain a statement of the Vice Chairperson setting forth the reasons for the determination that the Chairperson is unable to call such a meeting.  The election of the Vice Chairperson shall take place at the annual meeting of the Authority unless a vacancy in the office exists in which case the Vice Chairperson may be elected at a duly called meeting of the Authority.

Section 5. Deputy Executive Director

The Deputy Executive Director shall have such duties and responsibilities as the Executive Director shall delegate to him or her, and the Deputy Executive Director shall have all of the powers and duties of the Executive Director whenever the office of Executive Director is vacant or whenever the Executive Director shall be absent or shall otherwise be unable to exercise the powers or fulfill the duties of Executive Director.

Section 6. Indemnification of Officers and Employees.

1. Whenever a claim is made or a civil action is commenced against an officer or employee of the Authority for injuries to persons or property caused by negligence of the officer or employee while in the course of employment and while acting within the scope of his or her authority, the Authority may pay for, engage, or furnish the services of an attorney to advise the officer or employee as to the claim and to appear for and represent the officer or employee in the action.  The Authority may compromise, settle, and pay the claim before or after the commencement of a civil action.  Whenever a judgment for damages is awarded against an officer or employee of the Authority as a result of a civil action for personal injuries or property damage caused by the officer or employee while in the course of employment and while acting within the scope of his or her authority, the Authority may indemnify the officer or employee or pay, settle, or compromise the judgment.
2. When a criminal action is commenced against an officer or employee of the Authority based upon the conduct of the officer or employee in the course of employment, if the employee or officer had a reasonable basis for believing that he or she was acting within the scope of his or her authority at the time of the alleged conduct, the Authority may pay for, engage, or furnish the services of an attorney to advise the officer or employee as to the action, and to appear for and represent the officer or employee in the action.  An officer or employee who has incurred legal expenses for conduct prescribed in this subsection may obtain reimbursement for those expenses under this subsection.
3. The purchase of liability insurance to indemnify and protect the Authority against loss or to protect the Authority and some or all of its officers and employees against loss on account of any judgment secured against it, or them, arising out of any claim for personal injury or property damage caused by the Authority, its officers, or employees, is authorized, and the Authority is authorized to pay premiums for the insurance out of current funds.  The existence of any policy of insurance indemnifying the Authority against liability for damages is not a waiver of any defense otherwise available to the Authority in the defense of the claim.

ARTICLE III - MEETINGS

Section 1. Regular Meetings.

Regular meetings of the Authority shall be held at least once per calendar year and such time or times as determined by resolution of the Authority. 

Section 2. Special Meetings.

Special Meetings of the Authority shall be held at such times and such places as may be determined by resolution of the Authority at any regular or special meeting or at any other times and places as may be deemed necessary by the Chairperson or any other member of the Authority.  The call for a meeting, specifying the time and place of the meeting, shall be delivered to the business or home address of each member of the Authority (i) if in person or by telephone, e-mail (return acknowledgement required), telegram or fax machine, not less than 18 hours prior to the time of a special meeting (ii) if by overnight mail, not less than 36 hours prior to the time of a special meeting, or (iii) if by first-class mail, not less than 4 days prior to a special meeting.  Notice and procedures for any special meetings may be waived, if unanimous consent is given by members of the Authority.  Authority staff shall also endeavor to send the call for a meeting to persons designated to represent the State Treasurer or the Public Health Director at Authority meetings.  At such meetings any and all matters may be considered and acted upon by the members of the Authority present, whether or not such matters were specified in the call.

Section 3. Quorum

At all meetings of the Authority four of the members of the Authority shall constitute a quorum for the purpose of transacting business provided that a smaller number may meet and adjourn to some other time and place or until a quorum shall be present.  If both the Chairperson and the Vice Chairperson are absent from a meeting, the Authority shall select a member by lot to conduct the meeting.

Section 4. Passage of a Resolution.

Any action taken by the Authority may be authorized by resolution approved by a majority of the members.

Section 5. Manner of Voting.

The voting on all questions at meetings of the Authority shall be by voice vote and the yeas and nays shall be entered upon the minutes of such meeting.

Section 6. Approval of Actions Concerning Bond Issues.

The Authority may delegate to the Chairperson, or the Executive Director or any other member or officer of the Authority by resolution the power to fix the date of sale of bonds, to receive bids or proposals, and to take all other necessary action prior to the sale.  The exercise of such delegated powers may be made subject to the approval of a majority of the members of the Authority.

Section 7. Certification of Resolutions.

Each member of the Authority, and each officer of the Authority is authorized to certify, when required, the records, proceedings, documents for resolutions of the Authority and to affix the seal of the Authority to all contracts, documents and instruments to be executed by the Authority.

ARTICLE IV - FISCAL YEAR

The fiscal year of the Authority shall commence October 1 of each calendar year and conclude September 30 of the following calendar year.

ARTICLE V - AMENDMENTS

The By-Laws may be amended by resolution duly adopted at any meeting, regular or special, provided that notice of intention to present such resolution shall be given at least five days in advance of the meeting at which the motion to adopt such resolution is made.  Such notice shall be given in writing and shall state the contents of the proposed amendment and shall be mailed to the business or home address of all members or delivered to all members, or in the alternative, such notice may be given orally at any meeting, in which event such notice shall be noted in the minutes of the meeting at which it was given.  Advance notice of motions to amend the By-Laws need not be given.

ARTICLE VI - SUSPENSION OF BY-LAWS

Any and all of the provisions of the By-Laws may be suspended by unanimous consent of the members constituting a quorum present at any meeting of the Authority.

Amended:  March 9, 2006