ARTICLE I: NAME, PURPOSE, GRAND CHAPTER LOCATION The name of the non-profit organization shall be Pagan Pathways Temple, Inc.; also referred to as “PPT” or “PPT, Inc.”. As provided in the Articles of Incorporation, the purpose of PPT, Inc. shall be: To engage in any lawful act or activity for which a non-profit corporation is organized under the laws of the Great State of Michigan. To provide a place of worship and learning for all those who seek enlightenment and universal knowledge. To offer a haven for all faiths and paths that value love, tolerance, and community; th to seek to empower and enrich our fellow man. In order to promote community, we do not include those paths or traditions whose doctrines advocate bigotry and/or violence against others on any basis including, but not limited to: race, gender, sexual orientation, disability, or religion To conduct any lawful business and engage in any lawful act or activity consistent with Federal and State law, including the US Internal Revenue Code of 1984 (“Code”), as the same may be amended or supplemented, and other such laws governing Michigan non-profit organizations exempt from Federal income tax under Code Section 501(c)3. Location: PPT, Inc. shall maintain, in the Great State of Michigan, a registered office and a Registered Agent at such office. The principal office of PPT, and such other offices as the activities of PPT may require, shall be located at such place or places, either in or outside the Great State of Michigan as may be designated by the Board of Directors. The Board of Directors shall be authorized to adopt such other rules, regulations and policies as are necessary to carry out the purposes of the PPT, to effect compliance in all respects with Code Section 501(c)3, or the corresponding provisions in any subsequent federal tax laws. The PPT shall not engage in any activity not permitted to be carried on by a corporation exempt from federal income tax under Code Section 501(c)3. ARTICLE II: MEMBERS Members: PPT, Inc. shall have members, who shall be classified by one of two membership classes: Yearly and Lifetime. Persons must be eighteen (18) years of age or older; or have the express written consent of a parent or guardian, to be eligible for any of the classes of membership. A PPT Yearly Membership fee shall be forty-five dollars ($45.00) dollars per individual and paid annually. A PPT family membership (“family” meaning two partners, or one or more adults and their dependents) shall be eighty dollars ($80.00) and paid annually. A PPT Lifetime Membership fee shall be five-hundred dollars ($500.00) per individual, a one-time payment. Voting: Each Voting Member shall have one vote in the election of the Board of Directors. Such votes may be conducted by paper ballot as permitted by the resolution of the Board of Directors. Only Voting Members in good standing are entitled to: Vote on matters submitted to a vote of the membership of PPT. No member may vote whose dues are unpaid for the current year. Membership: Each applicant for membership shall apply on a form, approved by the Board of Directors or its appointed Officers, which shall provide that the applicant agrees to abide by the Bylaws of PPT and any other Policies and Procedures adopted by the Board of Directors. The application shall state the legal name and address of the applicant. Accompanying the application, the prospective member shall submit dues payable for the current year. All memberships run from April 1 to March 31 regardless of when application is made. Dues: The Board of Directors shall set annual dues for all Members. In cases of hardship, a member’s dues may be waived by a majority vote of the Board of Directors. Annual Meetings of the Membership: The Board of Directors shall hold one general membership meeting annually to address the state of PPT, Inc. with the Members. This meeting shall be held annually at a location within or outside of the Great State of Michigan, in the month of March on a date to be determined by the Board of Directors, for the purpose of transacting such corporation business as may properly come before the meeting, without notice other than this Bylaw and such resolution. Notice of the date and location of said meeting shall be delivered by mail or by electronic mail to all Members by the Secretary at least ten (10) days prior to the meeting date. Members must provide their consent to the Secretary prior to receiving notice by electronic mail. The Board may provide by resolution the time and place, either in or outside the Great State of Michigan, for the holding of additional regular meetings of the membership without notice other than this Bylaw and such resolution. Special Meetings of the Membership: A Special Meeting of the Membership of PPT, Inc. may be called upon presentation to the Board of a signed written petition or electronic messages from not less than ten percent (10%) of the Voting members. Whether the 10% eligibility criterion has been met shall be determined solely by the Secretary of PPT. The person or persons who called the Special Meeting of the Membership may fix any place within fifty (50) miles of PPT’s Business Address, either in or outside the Great State of Michigan, as the place for holding any Special Meeting of the Membership called by the membership. Notice of any Special Meeting of the Membership shall be sent to each member by mail, overnight courier, facsimile, or electronically, not less than fifteen (15) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place and purpose of such meeting. Any member may waive notice of any meeting before, at, or after such meeting. Twenty percent (20%) of PPT’s voting membership shall constitute a quorum for the transaction of business at any meeting of the membership, provided, that if less than twenty percent of the voting membership is present at said meeting, a majority of the Voting Members present may adjourn the meeting. Members other than voting membership shall not be counted toward the constitution of a quorum. Proxies may be counted toward the constitution of a quorum. The act of a majority of the voting membership present at a Special Meeting at which a quorum is present shall be an act of PPT, except as otherwise provided by law or by these Bylaws. Offenses Affecting Membership or Application Status: Any prospective or current member of PPT may be barred from membership or may be suspended, reprimanded or otherwise disciplined, if such member is or has at any time within the preceding two years been in material noncompliance with the Policy on Offenses Affecting Membership or Participation in the PPT. Procedures for the enforcement of the Policy on Offenses Affecting Membership or Participation shall be determined and defined by the Board. Any member or guest who has violated Board Policy or Procedures may be: Given a restricted membership wherein they are prohibited from certain functions; Given a suspension of membership during which said individual may not attend any organizational functions; or If the individual is not a member, his or her application for membership may be denied, and he or she may be barred permanently or for a period of time from participation in functions. Duration of Membership & Registration: Any member may resign his or her membership at any time upon filing a written resignation with any member of the Board of Directors. All rights, privileges and interests of the resigning member in the PPT shall cease upon the termination of membership; provided, however, that such termination shall not extinguish such member’s financial obligations, if any. Denial or Revocation of Membership: If, in the judgment of the Board, the interests of PPT would be served thereby and after an appropriate hearing, any applicant may be denied membership and any member may be removed from membership by the affirmative vote of not less than two-thirds (2/3) of the votes cast at a meeting of the Board at which a quorum is present, excluding the vote of the member under consideration for removal if such member is a member of the Board. A material violation of the Policy on Offenses Affecting Membership or Participation may constitute grounds for such removal; however, appropriate grounds for removal shall not be limited to violations of the Policy on Offenses Affecting Membership or Participation. Nonpayment of dues shall constitute automatic revocation of good standing as a member, with no Board vote or hearing required prior to such good standing revocation. Membership notifications shall be sent out by the Secretary or Board-appointed officer in charge to the address on record when membership dues are nearing renewal. Appeals: Any member who is penalized for one of the offenses prescribed in the Policy on Offenses Affecting Membership or Participation of PPT shall have the right to appeal the action pursuant to the procedures prescribed in Article XI Grievance Resolution herein. Any member may appeal a Board action affecting his or her membership status by filing a written appeal of said action and delivering it to any Board member within 60 days of the action. The Board shall hear the appeal. Placing Grievances on the Agenda: Any PPT Member shall be entitled to place a grievance on the agenda of any regular Board meeting, for discussion, if it is given to any Board member in writing or via electronic mail at least forty-eight (48) hours prior to any such meeting. The grievance will be addressed that evening when possible or tabled for further action by a majority vote of the Board members present. The Board, at its sole discretion, may refer an appeal or grievance to the Ombudsman for fact finding and a review. Requests for Arbitration: Upon the issuance of the Ombudsman’s recommendation and ensuing Board decision, any member may request arbitration regarding a ruling of the Board of Directors on any grievance by filing a written request for review of said ruling and delivering it to any Board member within sixty (60) days of the ruling. The filing shall state the grounds for the grievance, which must be based upon noncompliance with the Bylaws of PPT, noncompliance by the Board of PPT’s Policy on Offenses Affecting Membership or Participation in PPT, or noncompliance by the Board of one of PPT’s written policies and procedures as ratified by the Board. The Board, by majority vote of those Board members voting at a meeting at which a quorum is present, may, at its sole discretion, decline the request for arbitration if in the opinion of the Board the request does not state valid grounds for filing the grievance, such grounds stated herein. The request for review, if accepted, shall be heard by the Arbiter. At its sole discretion, the Board may refer the grievance for professional arbitration. ARTICLE III: BOARD OF DIRECTORS Management: Except as otherwise provided in the Articles of Incorporation, the business, property and affairs of PPT shall be managed by or under the direction of the Board of Directors. It shall be the Board’s duty to ensure that the objectives and purposes of PPT are carried out; to this end, the Board may exercise all powers of PPT, subject to the restrictions and obligations set forth by statute and PPT’s Articles of Incorporation and Bylaws. The Board of Directors shall adopt clear and comprehensive policies describing governance process, council-management delegation, executive limitation and the desired ends to be achieved. The Board of Directors shall monitor the President’s performance and organizational compliance with ends and executive limitations policies through a predetermined structure on a regular basis. The Board of Directors shall provide a report of said policies at each annual meeting. Number, Eligibility, Election, Tenure, and Vacancies: The number of Directors, which includes the Officers of the Corporation, shall be fixed at nine(9) equal members. Such number shall be not less than five (5). The nine (9) Directors shall be elected by the currently sitting Board of Directors. Candidates for election must be a Member of PPT in good standing for at least two years immediately prior to April 30 of the year in which they seek election and must maintain their membership status throughout their terms. Questions of eligibility shall be determined by a vote of the majority of the Board at a meeting at which a quorum is present. Individuals who engage in illegal activities are not eligible to serve on the Board. Qualified individuals may seek election to the Board by filing a Statement of Candidacy with the Board by 11:59 p.m. Eastern time on January 31 of the year in which they seek election. Directors shall be elected for terms of two years. Five directors shall be elected in odd numbered years, four in even numbered years. Terms begin on April 1 and terminate on March 31 or when the election committee has certified the results of the next election, whichever comes later. Should a vacancy occur, the board may appoint a replacement to fill out the remainder of that term, as provided for in Section 3.02(i) of these Bylaws. Should fewer than five (5) candidates stand for election by the membership, or should a vacancy occur, or in the case of an appointed Director, the Board, at its sole discretion, may elect additional Directors, provided the size of the Board does not exceed nine (9). Such election shall be made by a vote of two-thirds (2/3) the Board members. In the event that two or more candidates receive the same number of votes for the 9th seat on the board, the winner shall be determined on the night of the election before the results are released. In the event of a tie, a coin toss shall be cast to make the final decision. Annual Meeting of the Board of Directors: The annual meeting of the Board of Directors for the appointment of Officers and the transaction of such business as may properly come before the meeting shall be held no later than the first Thursday following the last day of June of each year, or at such other time and place, in or outside the Great State of Michigan, as the Board, by resolution, may fix, or within sixty (60) days after such date at such other time and place as is fixed by resolution of the Board adopted not less than thirty (30) days prior to the date of the annual meeting. Regular Meeting of the Board of Directors: No notice shall be required for regular meetings of the Board, for which time and place have been fixed by resolution of the Board. Special Meetings of the Board of Directors: A Special Meeting of the Board shall require a three (3) day notice, and may be called without statement of a purpose for the meeting. A petition signed by or electronically ratified by a minimum of one-third (1/3) of the Board members may call Special Meetings of the Board. A Special Meeting shall require a quorum, and any action taken at a Special Meeting shall require a majority of those present at the meeting, as provided for in these Bylaws. Emergency Meetings of the Board of Directors: Emergency Meetings of the Board may be called on twenty-four (24) hour written notice that is electronically transmitted from three members of the Board. Emergency Meetings must be called for a specific purpose, and shall be limited to that purpose. An Emergency Meeting shall require a quorum, and any action taken at an Emergency Meeting shall require a majority of those present at the meeting, as provided for in these Bylaws. Notice or Waiver of Notice: No notice shall be required for regular meetings for which time and place have been fixed by resolution of the Board. Notice of Special Meetings or for Emergency Meetings of the Board shall be delivered to all Board members in writing by mail, overnight courier, and/or by electronic transmission and must specify the date, time, location, and, if necessary, the purpose of the meeting. Notice provided by electronic transmission shall be deemed given: (a) if by telecopier, when directed to a number at which the Director has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the Director has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the Director of such specific posting when such notice is directed to an address at which the Director has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the Director. Directors may waive notice of any meeting in writing, and the attendance of any Director at any meeting shall constitute a waiver except when a Director attends to object, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Quorum: A majority of the voting Directors in office shall constitute a quorum for the transaction of any business. A majority of the Board of Directors present, whether or not a quorum is present, may adjourn a meeting of the Board. Manner of Acting: Except as otherwise provided herein, at a meeting where a quorum is present, a majority vote of the Directors shall be required to constitute an act of the Board. Each Director present shall be entitled to one (1) vote on all matters submitted to a vote of the Board. Officers of the Board of Directors: The Board of Directors shall elect a Chairperson and Vice-Chairperson as Officers of the Board of Directors. Other than the duties herein prescribed, or as prescribed by the Board of Directors by resolution, the Officers of the Board shall have no greater power or authority than any other member of the Board of Directors. The Chairperson shall be the Chief Executive Officer of the PPT, and shall have duties as designated by the Articles of Incorporation, these Bylaws, or as prescribed by the Board of Directors by resolution. Agents, Accountants, and Attorneys: The Board shall employ such agents, accountants and attorneys as are necessary to assist the Board in discharging its obligations and fulfilling the fiduciary duties. Resignation: A Director may resign at any time by giving written notice sent via mail or electronic mail to the Chair, the Secretary, or the entire Board. Unless otherwise specified, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective. Compensation of Directors: No monetary compensation shall be paid to any Director. Action by Consent: Any action required to be, or which may be, taken by the Board may be taken without a meeting if all members of the Board consent. The consent must be in writing, stating the action to be taken and including the signature of all Board members. The consent will be filed with the corporate records. Meeting by Telephone or Similar Communications Equipment: The members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or any such committee, as the case may be, by means of which all persons participating can hear and speak with each other. Participating in such meeting shall constitute the presence in person by such member at any meeting. The notice requirements of Sections 3.05, 3.06 and 3.07 hereof shall apply to meetings conducted under this Section 3.15 unless all Directors holding office are participating, can hear each other, and orally waive such notice at the beginning of the meeting. Minutes: The minutes of each meeting of the Board shall be recorded by the Secretary or a Board-appointed person, and shall include results of the deliberations of the Board. The minutes shall be submitted to the Board for approval at the subsequent meeting of the Board. If the Secretary is not present at any portion of a meeting, the Chair shall appoint another Member of PPT to record the minutes during that period. Removal: If, in the judgment of the Board, the interests of PPT would be served thereby, any Director may be removed from office by two-thirds vote of the Board minus one, including the Director whose removal is being considered. ARTICLE IV: OFFICERS OF PPT, Inc. Officers of the PPT: The Officers of PPT shall be the President, the Vice President, the Secretary, the Treasurer, Director at Large, and any such other Officers as the Board of Directors may elect. Election & Term; Qualifications: All Officers may be elected by the Board of Directors at the first regularly scheduled meeting of the newly elected Board immediately, pursuant to the manner of acting described in Section 3.09 hereof, and shall serve until the succeeding annual meeting of the Board of Directors, and thereafter until their respective successors are elected and qualified or until their earlier resignation or removal. In the event of a vacancy, the election for such office may take place at such time and under such circumstances as determined by the Board of Directors. All Officers shall be Voting Members of the PPT in good standing for at least two years prior to the date of the annual meeting at which they are elected. The Secretary and the Treasurer shall be duly elected members of the Board of Directors. President: The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the Officers. The President shall perform all duties incident to their office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors, and of the Members. Vice-President: In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President. The Vice President shall be informed by the heads of the recognized committees the information that is to be reported and shall report the information to the Board of Directors should the committee representative not be available. The Vice President shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. Secretary: The Secretary is responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board's business was conducted. In order to fulfill these responsibilities, and subject to the organization's bylaws, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records, fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws. The Secretary is accountable to the Board of Directors (if elected or appointed by them) or Members (if elected by the membership at a members meeting) as specified in the bylaws. Through the Board of Directors, certain duties of the Secretary may be delegated to the Executive Director, Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary. As the custodian of the organization’s records, the secretary is responsible for maintaining accurate documentation and meeting any legal requirements such as annual filing deadlines. The secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible. The secretary is an active conduit for communication by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes. Additionally, the secretary should be knowledgeable of the organization’s records and related materials, providing advice and resources to the board on topics such as governance issues, amendments to the state laws, and the like, that will assist them in fulfilling their fiduciary duties. Treasurer: The Treasurer shall be the Chief Financial Officer of PPT, Inc. The Treasurer shall have custody of all funds and securities of PPT, shall be responsible for the receipt and disbursement of all monies of PPT, and shall perform such other duties as may be prescribed by the Board of Directors. The Treasurer shall keep proper books of accounts of such receipts and disbursements and shall prepare financial statements consistent with generally accepted accounting principles in such forms and at such times as may be required by the Board of Directors. All checks, drafts, other orders for the payment of money, notes or other indebtedness issued in the name of PPT shall be signed by the Treasurer and such other Board members, as otherwise prescribed by the Board of Directors. The Treasurer is responsible for arranging the filing of all local, state, and federal taxes. Director At Large: The Director at Large (DaL) is appointed by the PPT Board of Directors, from the Board, or the Emeritus Board. The DaL acts as a liaison between the General Membership and the Board of Directors, and acts as a representative or spokesperson for the organization at the Board’s request. The DaL is responsible for collecting all complaints, comments, and suggestions as presented by the members of PPT and communicating those deemed reasonable to the Board of Directors. The DaL is the official voice ofPPT Members and should be readily available to speak and/or email to members. As such the DaL must be available to all PPT members via either e-mail, in person, or other offered contact by the DaL. Other Officers: Other Officers may be elected by resolution of the Board of Directors and shall have such powers and duties as may be prescribed in such resolution. Resignation: An Officer may resign at any time by giving written notice sent via mail or electronic mail to the Chair, the Secretary, or the entire Board. Unless otherwise specified, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective. Compensation to Officers: No monetary compensation shall be paid for any Officer. Removal: Any Officer elected by the Board of Directors may be removed at any time, with or without cause, by a simple majority vote cast at a meeting of the Board at which a quorum is present, excluding the vote of the Officer under consideration for removal. Any vacancy occurring in any office of the PPT may be filled for the unexpired term by resolution of the Board of Directors in accordance with Section 4.02 hereof. Changing of Officers: Upon expiration of their terms or tenure of office, all Officers shall turn over to their successors all books, papers, correspondence, or other matter pertaining to their office or to the PPT that may be held in trust by reason of their office. ARTICLE V: INDEMNIFICATION Limitation of Liability: The personal liability of the Directors, Officers, Program Directors & Committee members appointed by and acting at the behest of the Board is hereby eliminated to the fullest extent permitted by law. Indemnification: The PPT shall, to the fullest extent permitted by the Act, save, indemnify and hold harmless any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit, by reason of the fact that he or she is or was a Director, Officer, or duly appointed committee member of the PPT, against all of the expenses and liabilities including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. The indemnification provided for herein shall be deemed not exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be a Director, Officer or duly appointed committee member of PPT, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such a person. PPT, Inc. shall be authorized but not required to purchase insurance for the purpose of such indemnification. ARTICLE VI: REPORTS & AUDITS Reports: PPT, Inc. shall publish an annual report for the preceding fiscal year. Such report shall include a comprehensive and detailed statement of PPT’s operations, activities, financial condition and accomplishments for the preceding fiscal year. Audits: PPT, Inc. shall keep correct and complete books and records of account. At the will of the Board of Directors, the accounts of PPT may be audited from time to time, in accordance with generally accepted auditing standards, independent licensed public accountants certified or licensed by a regulatory authority of a state or other political subdivision of the United States, the report of each audit shall be included in the annual report required by Section 6.01 hereof. ARTICLE VII: DURATION AND DISSOLUTION Duration: The duration of the PPT shall be perpetual, except that it may be dissolved in the manner provided by the Act, PPT’s Constitution, and these bylaws. Dissolution: Before PPT may be dissolved, the Board must first adopt, by not less than two-thirds (2/3) of those casting their votes at properly noticed meetings at which a quorum is present, a resolution recommending the dissolution of PPT. Upon such approval, a motion for dissolution shall be submitted to a vote of the membership. The motion shall be deemed passed by the membership only if approved by the affirmative vote of a majority of the voting members of PPT in good standing casting their votes at a properly noticed membership meeting at which a quorum is present. Distribution of Assets: Upon the dissolution of PPT, and after paying or making provision for the payment of all the liabilities of PPT, the Board shall distribute all the assets of PPT for one (1) or more exempt purposes authorized by Code Section 501(c)3 or such assets shall be distributed to the state or local government for a public purpose, in such manner as the Board shall determine. ARTICLE XIII: FISCAL YEAR The fiscal year of the PPT shall be from April 1 to March 31 with reports of receipts and disbursements available to the Board of Directors at each annual meeting or at such other time or times as the Board may require. ARTICLE IX: MISCELLANEOUS PROVISIONS Conflicts of Interest: Subject to the requirements of Code Section 501c(3), where any Director or Officer of PPT, or any spouse, significant other or child of any Director or Officer, is a Director or Officer of, or has a financial interest in, any other corporation, partnership, or other organization with which PPT has entered into any contract, grant or other transaction, such Director or Officer shall disclose in writing to the Board of Directors all material facts as to his/her relationship or interest or the relationship or interest of his spouse or child, as the case may be. Such Director or Officer shall recuse themselves from any participation of PPT with respect to such contract, grant or transaction; provided, however, that any such Director may be counted in the determination of a quorum at any meeting of the Board of Directors at which such contract, grant or transaction is authorized, approved or ratified or is otherwise the subject of discussion. No Director or Officer shall use, for financial or other advantage, confidential information to which he/she has access by virtue of his/her position with PPT. In addition, no Officer or other individual who is employed by PPT on a volunteer, full or part-time, paid or unpaid basis shall use, for personal financial or other personal or unsanctioned advantage, any proprietary information of PPT (whether confidential or not) without a majority vote and prior approval from the board of directors. Corporate Seal: The corporate seal if applicable shall be in such form as the Board of Directors shall prescribe. Rules of Order: Robert’s Rules of Order shall govern all parliamentary questions not provided for in the Bylaws. Bylaws: PPT, Inc. reserves the right, from time to time, to amend, alter or repeal any of these Bylaws as may be authorized by the laws of the Great State of Michigan at the time in force, and provisions may be added or inserted in the manner and at the time prescribed by said laws. All rights at any time conferred upon the Directors or Officers or employees of the PPT by these Bylaws are granted subject to the provisions of these bylaws. These bylaws may only be amended, altered, or repealed, in whole or in part, and one (1) or more new Bylaws adopted in addition to, or in lieu thereof, from time to time: By the affirmative vote of two-thirds (2/3) of the Directors of the Corporation casting their votes at a properly noticed meeting of the Board at which a quorum is present and in which twenty-five (25) day notice of the meeting has been sent to the Board that includes the proposed changes; or, alternatively, By the affirmative vote of two-thirds (2/3) of the Voting Members of the Corporation in good standing casting their votes at a properly noticed meeting of the membership at which a quorum is present, provided twenty-five (25) day notice of the meeting has been sent to the membership that includes the proposed changes. ARTICLE X: GOVERNANCE OF THE ORGANIZATION The Organization: It is the duty of the Board of Directors to govern the PPT, Inc. Duties: The members of the Board of Directors shall perform the following duties for PPT: The Secretary of the Board shall serve as the Secretary of PPT. The Treasurer of the Board shall serve as the Treasurer of PPT. The remaining Board members shall have such duties within PPT as shall be defined by the Board. Policies and Procedures of the Organization: Policies and Procedures for PPT shall be promulgated by the Board of Directors by resolution and may be amended, repealed or otherwise changed by similar resolution. Differentiating Bylaws from Policies and Procedures: A Bylaw is defined as a rule or regulation which must be applied within PPT in determining the manner of the conduct of business and the rights and liabilities of members. Policies and procedures are rules which must be applied within PPT to the day to day activities of PPT. ARTICLE XI: GRIEVANCE RESOLUTION Any member may appeal an action affecting the membership status of such member by filing a written grievance with the Board and following the procedure as described in the Conflicts Resolution policy of the Corporation. The Ombudsman: An Ombudsman shall, at the request of the Board, conduct fact finding regarding any appeal of a Board decision regarding membership status, as provided for in Section 2.09 of these Bylaws, or for any member who files a grievance against the Board, as provided in Section 2.10 of these Bylaws. The Ombudsman shall conduct independent fact finding regarding the appeal or grievance filing, and make a recommendation to the Board. The Ombudsman shall not be a current member of the Board. Ombudsman Duties: The Board may refer an appeal or request for review of a grievance to the Ombudsman, for fact finding, and mediation. The Ombudsman shall issue a written recommendation to the Board regarding the appeal or grievance within 30 days of the filing of the appeal, and a written report to the Board within 45 days of the filing of the appeal or grievance. The Secretary of the Board of Directors shall provide to the Ombudsman all documentation in the records of the Board of Directors of any appeal of its action or request for review of its ruling with the exception of the membership database which is expressly excluded from discovery by any member. The Ombudsman’s recommendation shall not be binding on the Board. Arbiter Duties: Any member may appeal a decision by the Board and recommendation of the Ombudsman by filing an appeal and request for review of grievances by filing a request for arbitration with the Secretary. The Arbiter shall hear appeals and requests for review of grievances. Both the Board, as represented by a majority of the Board at a meeting at which a quorum is present, and the individual filing the grievance, must agree to the Arbitration. The Arbiter is not a member of the Board of Directors, nor should he/she simultaneously serve as an Officer or top level appointed staff member, but a distinct entity from the Board and appointed staff of the PPT. Arbitration Procedure: The Arbiter shall convene a hearing within thirty (30) days of the receipt of a written appeal or request for review. The appellant or grieving party may present witnesses and other documentation at the hearing. The appellant, any Board member or member in good standing who has an interest in the matter may also present witnesses or other documentation at the hearing. The Arbiter may question any witness or call his/her own witnesses, and conduct further fact finding outside the hearing. All testimony shall be documented in writing, and copies of each document shall be provided by each of the parties to the Arbiter and to the opposing side. The Secretary of the Board of Directors shall provide to the Arbiter all documentation in the records of the Board of Directors of any appeal of its action or request for review of its ruling with the exception of the membership database which is expressly excluded from discovery by any party. The Arbiter shall complete the hearings within sixty (60) days of the hearing date, and render a written report with findings and his/her decision no later than 90 days after the initial hearing has been held. The Arbiter shall issue such decision only to the Board and to the party filing the appeal or grievance, and to no other party, agency, or electronic list. Testimony and findings, including evidence, shall be written and be provided to both parties to the appeal or grievance. Retention of Professional Arbiter: Either party may retain a professional Arbiter but unless otherwise agreed to, the party requesting professional arbitration shall pay the costs of such arbitration. Parties Bound by the Arbiter’s Ruling: The ruling of the Arbiter shall be binding on all parties and shall be in place and stead of any court determination. By agreeing to have a matter heard by the Arbiter, all parties relinquish any right to redress in a court of law or equity barring cases of fraud. Eligibility: Candidates for Ombudsman and Arbiter must be and have been Voting Members of the PPT in good standing for at least three continuous years prior to January 31 of the year in which they seek election and must maintain their membership status throughout their terms. Candidates for election to the Board, spouses and significant others of candidates for election to the Board are not eligible to be elected to the position of Ombudsman or Arbiter in the same term. Individuals who engage in any illegal activities are not eligible to serve in this position. Qualifications and Election of the Ombudsman and Arbiter: Qualified individuals may seek election by filing a Statement of Candidacy with the Secretary of the Board by April 30 of the year in which they seek election. The election of the Ombudsman and Arbiter shall be governed by the election policies and procedures as applicable to the election of Board members. The same person shall not simultaneously serve as Ombudsman and Arbiter. No member may serve as Ombudsman or Arbiter and simultaneously as a member of the Board. The term of the Ombudsman and Arbiter is one year and begins on April 1 and terminates on March 31. Any vacancy occurring in either position shall be filled for the unexpired term by ⅔ vote of the Board of Directors minus two. ARTICLE XII: INUREMENT The PPT is not organized for pecuniary profit or for the benefit of an individual or for-profit entity and shall not have authority to issue capital stock. No part of the net earnings of the PPT shall inure to the benefit of, or be distributable to, its Directors, Officers, employees, members or other private persons, except that PPT shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. ARTICLE XIII: WAIVER OF NOTICE Whenever any notice whatsoever is required to be given under the provisions of the Act, PPT’s Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equitant to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends such meeting the express purpose of objecting to the transaction of any business because the meeting was not lawfully called. ARTICLE XIV: DECLARATION OF POLICY Responsibility and authority for any declaration of PPT policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Board. Members of committees, or other subdivisions of PPT, are not authorized directly or indirectly to commit PPT in any way or in any manner, financially or otherwise, without prior approval by the Board, except as specified in the approved budget or in specific resolutions of the Board. The Board, except as herein otherwise provided, shall have control of the affairs of PPT, including all matters relating to the acquisition, holding, management, control, investment and disposition of the funds and other property of PPT. ARTICLE XV: OTHER GOVERNANCE DOCUMENTS These Bylaws, including all amendments hereto, shall at all times be in conformance with and subservient to the Articles of Incorporation of PPT. Any conflict or ambiguity with respect to these Bylaws and the Articles of Incorporation shall be resolved in favor of and with reference to the Articles of Incorporation, as the case may be. ARTICLE XVI: GOVERNING LAW All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of Michigan. ARTICLE XVII: SEVERABILITY All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full force and effect. Adopted at the organizational meeting of the Board of Directors this 23rd day of February, 2012. ____________________________ Secretary