Charter of the Michigan Association of Municipal Attorneys
Transmittal letter from the MAMA Board to the membership at the time of adoption of the Charter in 1990:
In 1935, the Michigan Association of Municipal Attorneys adopted a Constitution to govern the business and affairs of the organization. The Constitution made formal a concept which had existed for some years, that municipal attorneys, in conjunction with the Michigan Municipal League, would benefit from an association with common purpose to aid member municipalities by sharing legal and other experiences affecting them.
In a society less complicated by tax, tort and other liabilities, a loose organizational structure sufficed for MAMA.
After a few years MAMA continued with nominal existence. Then in 1949 it was revived by Robert E. Fryer, who became League General Counsel. Municipal Legal Briefs commenced under his authorship, and a significant function of MAMA was born. Reporting of cases important to municipal legal counsel was continued by his successor, Louis C. Andrews, until he retired in 1983. It has remained a mainstay of Michigan municipal attorneys as the ongoing work of William L. Steude, current General Counsel of the League and Secretary/Treasurer of MAMA.
The services of MAMA have expanded to keep pace with the needs of Michigan cities and villages, in parallel fashion with those of the League. Seminars designed for municipal officials have been co-sponsored by MAMA and the League and are on the increase. The essential day-to-day work which allows these realities is coordinated by the MAMA Secretary/Treasurer, serving in his dual capacity as League General Counsel. This brings into play the staff and facilities of the League. Those of us who have been close to the scene have observed the dedication and professionalism of League staff to help achieve MAMA goals, and deeply appreciate their work.
From time to time MAMA has undertaken studies of major legislation such as the Uniform Traffic Code of Cities, Villages and Townships. Future studies of significant legislation may be envisioned as we approach the next century.
In 1989 the MAMA Board of Directors formed a Constitutional Review Committee to study the present organization in depth. Members of the Committee are Peter A. Letzmann, current MAMA President and Troy City Attorney, John M. Barr, Past President and Ypsilanti City Attorney, Anthony F. Raduazo, member of the Board and Jackson City Attorney, William L. Steude, and Daniel C. Matson, Vice President, DeWitt City Attorney, and Committee Chair.
After reviewing certain options of independence, such as incorporation, or remaining an unincorporated association, the Committee recommended that MAMA seek organizational unity with MML.
It would formalize what has existed between the two entities in working practice for many years.
This would afford MAMA important privileges enjoyed by the League, such as tax exempt status, ability to give legislative input, and liability insurance coverage, and would permit greater integration of purpose, especially in the expansion of educational programs. The approach is unique, and would require an amendment of League By-Laws. It could pave the way for integration of a wide range of League affiliates, of which there are presently 24 in number.
In 1983 a Legal Defense Fund was formed jointly by MAMA and MML to assist member municipalities in appellate court litigation, with issues of state-wide significance. The Fund responds through selection of specialized counsel who prepare and file amicus curiae briefs on behalf of MML. At last count 264 municipalities are participating in the Fund.
The Fund is an arm of the League. Its President, Vice President and Secretary/Treasurer are officers of MAMA. Members of the Board are the MAMA Board members and their Immediate Past President, plus the League President and Executive Director. Both Boards usually meet on the same dates and locations, to accomplish maximum work. Board representation is broad to take into account size, geography and other member municipality interests.
The Charter recognizes these dynamics and introduces several concepts new to MAMA to promote vitality and growth. Board meetings are to be open to all Section members, to encourage direct participation in MAMA’s affairs. The Council of Past Presidents is designed to retain the time and talent of leaders who wish to continue to serve. The Education Committee has responsibility for continued education of municipal attorneys in a more formal way.
The current MAMA Board presents this Charter to its members with the desire that more than mere survival of a 55 year old organization will result. We look for affirmation in the adoption of the Charter which we commend to the members at the 1990 annual meeting in Muskegon, and in years to come.
Board of Directors
Michigan Association of Municipal Attorneys
March, 1990
Charter of the Michigan Association of Municipal Attorneys
of the Michigan Municipal League
Governing Document
This Charter governs the organization known as the Michigan Association of Municipal Attorneys (MAMA), a Section of the Michigan Municipal League (MML), a Michigan non-profit membership corporation.
1935 Constitution Superseded
This Charter supersedes the 1935 Constitution of the Michigan Association of Municipal Attorneys, as amended, and the Charter shall be effective when the following actions have been taken:
Charter Adoption
- Approval of this Charter by the MAMA Board of Directors.
- Adoption of this Charter by the approving vote of a majority of MAMA members attending their 1990 annual meeting.
- An amendment of MML By-laws by its Board of Trustees, authorizing formal Section status for groups of municipal officials such as members of MAMA.
- Approval of this Charter by the MML Board of Trustees.
Article I
Name
The name of this organization shall be the Michigan Association of Municipal Attorneys (referred to as “MAMA” or the “Section”), which shall be a section of the Michigan Municipal League (referred to as MML).
Article II
Purposes
The purposes of MAMA shall be to do all of the following, but not for pecuniary profit:
1. To strengthen the quality of legal representation of municipal corporations through continuing education and the publication of newsletters and other works of interest in the field of municipal law;
2. To be an educational and research organization for the benefit of corporate counsel representing Michigan cities and villages which are members of MML.
3. To provide corporate counsel representing public entities the opportunity to exchange ideas, to consult with one another, and to meet with persons in or associated with public corporation law.
4. To recognize persons who have made significant contributions in the area of municipal law.
5. In the performance of its purposes MAMA shall take no action in conflict with the corporate Articles and By-laws of MML, nor jeopardize the tax-exempt status of MML.
Article III
Offices
The principal office of MAMA shall be the principal place of business of MML.
Article IV
1. Membership
Every city, village and township attorney representing a member of MML, as well as their deputies and assistants, and MML staff members, duly admitted to practice law in the State of Michigan, shall be entitled to full membership in the Section.
Provided that they do not represent parties or advocate legal positions antithetical to the stated goals of MAMA or municipal interests throughout the state, all Past Presidents of MAMA and its predecessor and those serving or having served as Michigan Municipal League general counsel and associate general counsel shall remain full members of the Section for life, without requirement of continued municipal representation and without assessment of dues.
Any attorney admitted to practice law in the State of Michigan who has a demonstrable and principal portion of their employment in municipal law may become an associate member upon application and approval by the Board of Directors, provided that they do not represent parties or advocate legal positions antithetical to the stated goals of MAMA or municipal interests throughout the State.
Any student enrolled in an accredited law school may become a law student member on application and approval by the Board of Directors.
2. Dues
The amount of dues to be paid by each full member and associate member of the Section shall be determined by a majority vote of full members attending their annual meetings.
3. Meetings, Notice
Annual meetings of MAMA members shall be on one or more dates of the annual convention of MML and at the same general location, or on a date and at a place designated by the MAMA Board of Directors. Special meetings of MAMA members may be called by the Board of Directors or by ten percent (10%) of the total number of full members of MAMA, who inform the Secretary/Treasurer of their request for a meeting. The Board of Directors shall determine the date, time and location of special meetings. Written notice of meetings shall be given all members at least fourteen (14) days before each meeting.
4. Quorum
The number of full members of the Section present in person at any membership meeting of members shall be a quorum.
5. Voting Rights
Each city and village represented at any membership meeting shall be entitled to one vote.
The municipal attorney or designee who is a full member of each city and village present in person shall have one vote upon each matter to be considered at the annual meeting, or at any special meeting. Voting shall not be cumulative nor by proxy. Associate members shall be entitled to participate in the meetings and affairs of MAMA, but shall not have a vote.
Article V
1. Board of Directors
The business and affairs of the Section shall be governed by a Board of Directors. The Board shall have a maximum of eleven (11) persons who are full members of the Section.
2. Officers
Members of the Board shall include the following officers: President, Vice President, Secretary/Treasurer, and the Immediate Past President. The MML General Counsel shall be the Secretary/Treasurer of MAMA, unless and until a successor is elected.
3. Terms of Office
Board members shall be elected to three (3) year terms, and officers to one (1) year terms, by a majority of the votes cast for each position by Section members present at annual meetings. Officers and directors shall take office immediately upon their election. When practicable, two (2) or more board members shall be elected at each annual meeting of the Section. Nominations for Board and Officer positions shall be by the Nominating Committee and may be by nominations from the floor at annual meetings.
4. Re-election
Directors may be re-elected to office. Officers, other than the Secretary/Treasurer, shall not hold the same office for more than two consecutive full one (1) year terms.
5. Qualification
A director must hold the position of City and/or Village Attorney at the time of election to the Board. The subsequent loss of such position shall disqualify a Director or Officer from holding office, except for the office of Immediate Past President, which position shall continue as officer and director for the remainder of the term.
6. Vacancy
A vacancy in the position of Director and/or Officer, leaving an unexpired term, shall be filled by majority vote of the remaining Directors. Vacancies shall occur upon resignation in writing to the President, disqualification, death, disability resulting in inability to perform duties for a substantial period of time, or upon removal for cause by a majority of the Board.
7. Board at Charter Adoption
The unexpired terms of Directors then in office shall continue after this Charter is adopted.
8. Meetings, Notice
Regular meetings of the Board shall be held at least three times per year. Special meetings may be held at the call of the President or at the request of two (2) or more Board members. Any Board meeting may be attended by any member of the Section. Reasonable notice of meetings shall be given all Board members before each meeting. Meetings may be held by conference call.
9. Quorum
A majority of Board members present in person at any meeting shall be a quorum.
10. Voting
Each Board member shall be entitled to one vote for each matter to come before the Board. Neither cumulative nor proxy voting shall be allowed.
11. Conflicts of Interest
If any member of the Board knows or perceives that a conflict of interest, or a potential conflict of interest, may exist between such member and the Board, the Section, or MML, the member shall promptly disclose to the Board, within the range of professional ethics, the facts which give rise to the conflict or potential conflict. The member having such conflict may abstain from voting on any matter involving the subject of the conflict at the direction of a majority of the Board. The member may participate in the discussion of the matter by the Board if it will assist the Board in its resolution of issues.
12. Duties of Officers
President: The President shall preside at all meetings of the members of the Section and the Board. The President may appoint members to all standing and special committees except as otherwise provided herein. The President, or designee thereof, shall represent the Section at meetings of the MML Board of Trustees.
Vice-President: In the absence of the President, the Vice-President shall perform the duties of the President.
Secretary/Treasurer: The Secretary/Treasurer shall give notice and keep minutes of all meetings of the Section members and the Board, and shall maintain the Section membership list. The Secretary/Treasurer shall account for all financial matters of the Section and report thereon at their annual meeting, and shall render such financial statements as the Board may require. The Secretary/Treasurer shall also be responsible for the municipal legal news publications of the Section, and their distribution to Section members.
Immediate Past President: Among other assignments identified in this Charter, the Immediate Past President shall serve to promote participation in Section activities. The Immediate Past President shall perform other duties as the Board may request to use the talents and experience of this Officer to the advantage of the Section.
13. Compensation
Directors and officers shall not be compensated for serving in their respective capacities. They may be reimbursed their reasonable expenses incurred in the performance of duties for the Section, as the Board may have authorized in advance.
Article VI
1. Committees
The Section shall have the following standing committees and may have other committees as the Board may determine:
2. Council of Past Presidents
A Council of Past Presidents is established to advise the Board on any issue presented by the Board within the scope of Section purposes. Either the President or the Board may convene the Council. The Immediate Past President shall serve as the Council Chair, or, in the absence thereof, the next most recent Past President available shall be Chair. All former Presidents of MAMA or its predecessor organization shall serve as members of the Council.
3. Education Committee
There shall be an Education Committee which shall have as its purpose the education of attorneys and non-attorneys in legal affairs affecting municipalities. The President shall appoint the Committee Chair. Among its functions the Committee shall assist in the regular scheduling of seminars for municipal officials and staff on a wide range of legal topics affecting municipalities. The Committee may establish an Academy of Municipal Attorneys within the Section to devise and implement a formal education system for municipal attorneys.
4. Finance Committee
The finance committee shall be a standing committee which shall meet as necessary and shall prepare the annual section budget.
5. Nominating Committee
A Nominating Committee shall be appointed by the President no later than sixty (60) days before each annual meeting. The Committee shall recommend and place into nomination at the annual meeting names of persons to be elected to the Board and to hold positions as Section Officers. The Committee shall have three (3) members: the Immediate Past President, who shall serve as its Chair, and two persons appointed by the President, who are not current directors. The President shall have sole discretion in making appointments to the Committee. Among the factors to be considered by the Committee in selecting nominees shall be the geographic location and size of the municipality, or municipalities, represented by the candidate, and whether city and village interests will be included in the Board composition. The Committee shall undertake to ensure that a broad base of representation will result.
6. Michigan Municipal League Legal Defense Fund
The Operating Rules and Procedures for the Michigan Municipal League Legal Defense Fund provide that the Directors and Officers of MAMA hold corresponding positions on its Board of Directors, with the exception that the Immediate Past President of MAMA is a Board member of the Fund but not an Officer. The Purpose of the Fund is to provide supportive aid to cities and villages of Michigan in certain situations of state-wide significance involving litigation or other forms of controversy which may affect the organization, operation, powers, duties or financing of Michigan cities and villages. To the extent possible MAMA Board meetings will be scheduled to coincide with dates and locations of Fund Board meetings. Directors and Officers of MAMA shall attend Board meetings of both organizations and perform with due diligence in their respective capacities for both entities.
Article VII
Michigan Municipal League Legal Defense Fund
The Operating Rules and Procedures for the Michigan Municipal League Legal Defense Fund provide that the Directors and Officers of MAMA hold corresponding positions on its Board of Directors, with the exception that the Immediate Past President of MAMA is a Board member of the Fund but not an Officer. The Purpose of the Fund is to provide supportive aid to cities and villages of Michigan in certain situations of state-wide significance involving litigation or other forms of controversy which may affect the organization, operation, powers, duties or financing of Michigan cities and villages. To the extent possible MAMA Board meetings will be scheduled to coincide with dates and locations of Fund Board meetings. Directors and Officers of MAMA shall attend Board meetings of both organizations and perform with due diligence in their respective capacities for both entities.
Article VIII
State Bar Recognition
MAMA is a recognized lawyer association classified as a Special Purpose Organization by the State Bar of Michigan. It shall be the continued aim of MAMA to maintain such recognition in its performance of the highest quality of service to the legal profession, with particular emphasis on continuing legal education.
Article IX
Participation in Other Organizations
MAMA may join or cooperate with other national, state and local attorneys organizations which will benefit the Section and its members.
Article X
Indemnification
Volunteer members of the board of directors, officers, and committee members of MAMA shall have the same indemnification, with respect to their liability for damages, costs and expenses for acts or omissions within the scope of their authorized function for MAMA, which they would have if they held corresponding positions in the MML.
Article XI
1. Contracts and Finance
The budget of the Section shall be approved by the MML Board of Trustees and within the approved budget the Section shall have the power to contract. The Section shall not have power to bind its future boards, nor to bind the MML beyond the authorized budget to pay for goods and services without MML consent. The President, or the Vice-President, and the Secretary/Treasurer shall be signatories to such agreements as are authorized by the Board.
2. Checks and Other Instruments
The Secretary/Treasurer shall have authority to execute any and all checks and other negotiable instruments authorized by the Board, on behalf of the Section. Funds of the Section shall be held by MML and shall be disbursed as authorized by the Board.
Article XII
Charter Amendment
This Charter may be amended by the members of the Section having full voting membership, who are present in person at any annual meeting of MAMA. Amendment shall require a vote in favor of amendment by at least two-thirds (2/3) of such members. The written text of any proposed amendment shall be furnished all members at least thirty (30) days before the meeting at which the amendment is to be considered. Amendments are subject to approval of the MML Board of Trustees.
Article XIII
Upon termination of MAMA as a Section of MML, all assets of MAMA shall remain with MML.
Certificate of Adoption
The undersigned Secretary/Treasurer of the Michigan Association of Municipal Attorneys, and the Secretary/Treasurer of the Michigan Municipal League, hereby certify that the following actions were duly taken by the respective entities on the date set forth within the statement of each action, in the process of adoption of this Charter:
1. The approval of this Charter by the MAMA Board of Directors on March 6, 1990.
2. The adoption of this Charter by the approving vote of a majority of MAMA members attending their annual meeting on September 13, 1990.
William L. Steude
Secretary/TreasurerMichigan Association of Municipal Attorneys
September 20, 1990
Date
3. The approval of this Charter by the MML Board of Trustees on September 11, 1990.
George D. Goodman
Secretary/TreasurerMichigan Municipal League
September 20, 1990
Date
_______________________________
Amendments:
Amended October 5, 1995
Amended September 13, 2001
Amended September 18, 2007
Article IV (Membership)-Amendment approved September 20, 2012 by MAMA membership; approved by MML Trustees, October 12, 2012
Amended September 9, 2016