MSCI Bylaws

The principal executive office of the corporation in the State of Michigan shall be located at the physical address of the MSCI Treasurer. The corporation may have such other offices, either within or without the State of Michigan, as the Board of Directors may from time to time determine or the business of the corporation may require.

Any person who wishes to educate students, educational institutions and communities in Michigan about speech activities; to develop speech education through extra-curricular debate, individual events, discussion and drama; to protect and manage the financial interests of Michigan Speech Coaches, Inc. may become a member of Michigan Speech Coaches, Inc. Members need not be residents of Michigan or citizens of the United States. Membership, with all benefits, commences upon the payment of a fee. Membership fees are renewable annually. Special membership fees are available for students and retirees. Payment of membership fees entitles members to full voting privileges at MSCI meetings, the right to run for election to the Board of Directors, the right to participate in all meetings, tournaments, conferences and activities of MSCI.

Meetings of MSCI shall be held concurrently with the Spring Tournament or at such other place, within or without the State of Michigan, as the Board of Directors shall determine.

The annual meeting of MSCI shall be held on the Friday of the Spring Tournament in each year, for the purpose of reviewing and discussing procedures associated with the Spring Tournament of Michigan Speech Coaches, Inc.; for reviewing and discussing the actions of the Board of Directors; for discussing and voting on all issues presented to the membership by either the Board of Directors or from the floor of the meeting; for discussing and voting on the site of the next annual Spring Tournament; and/or for the transaction of such additional business as necessary. If the day fixed for the annual meeting shall be inconvenient for the director of the Spring Tournament, the meeting shall be held, with appropriate notification, at his/her convenience during the Spring Tournament.

Special meetings of the membership may be called by the President, or by the Board of Directors.

If all of the Membership shall meet at any place and time, either within or without the State of Michigan, and consent to the holding of a meeting at such place and time, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

For the purpose of determining members entitled to notice of or to vote at any meeting of the MSCI, or in order to make a determination of MSCI members for any other purpose, the Board of Directors shall cause to be maintained an official list of addresses. The Board of Directors may fix in advance a date as the record date for any such determination of MSCI membership, such date in any case to be not more than sixty days and, for a meeting of MSCI, not less than ten days, or in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty days, immediately preceding the meeting. If no record date is fixed for the determination of MSCI members entitled to notice of or to vote at a meeting of MSCI, the date on which notice of the meeting is shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held.

(1) The officer or agent having charge of membership shall make and certify a complete list of members entitled to vote at a membership meeting or any adjournment thereof. The list shall:

(a) Be arranged alphabetically.

(b) Be produced at the time and place of the meeting.

(c) Be subject to inspection by any member during the whole time of the

meeting.

(d) Be prima facie evidence as to who are the members entitled to examine

the list

or to vote at the meeting.

(2) If the requirements of this section have not been complied with, on demand of a member in person or by proxy, who in good faith challenges the existence of sufficient votes to carry any action at the meeting, the meeting shall be adjourned until the requirements are complied with. Failure to comply with the requirements of this section does not affect the validity of an action taken at the meeting before the making of such a demand.

Unless a greater or lesser quorum is provided in the Articles of Incorporation, the active regular members present at any regular meeting, or at least five (5) percent of the total regular membership present at any special meeting, shall constitute a quorum at a meeting of MSCI. If a quorum is present, the affirmative vote of a simple majority of the membership represented at any regular meeting and entitled to vote on a matter shall be the act of the MSCI, unless the vote of a greater majority is required by the Business Corporation Act or the Articles of Incorporation. At any special meeting of MSCI where a quorum is constituted by five (5) to twenty (20) percent of the total regular membership entitled to vote, the affirmative vote of a three-fifths (3/5) majority of the membership represented at any special meeting and entitled to vote on a matter shall be the act of the MSCI, unless the vote of a greater majority is required by the Business Corporation Act or the Articles of Incorporation. The Articles of Incorporation may require any number or percent greater than a majority up to and including a requirement of unanimity to constitute a quorum.

Subject to the provisions of Section 10 of this Article, each person present shall be entitled to one vote upon each matter submitted at a meeting of MSCI, unless the Articles of Incorporation provide otherwise. Any member in good standing may request an absentee ballot from the organization by sending at least two weeks prior to the date of the election, a written request to the Election Officer. Marked absentee ballots must reach the Election Officer three days prior to the date of the election to be counted with the regular ballots. The Articles of Incorporation may limit or deny voting rights or may provide special voting rights as to any class or classes of members of the corporation.

At all meetings of Michigan Speech Coaches, Inc., a member may vote either in person or by proxy executed in writing by the member or by his/her duly authorized agent or representative with the exception of first year, no charge members. First year, no charge members may not vote by proxy. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. All absentee ballots shall be executable only by the Election Officer.

Nominations for President-Elect, Secretary, Treasurer and Forensic Council Representatives may be made by a nominating committee which may be appointed by the President (subject to Article V, Section 2 of these Bylaws.) Nominations may also be made from the floor by any member, through self-nomination, or through nomination by another MSCI member. All elected positions shall be selected by a majority vote of those casting votes. In the event that more than two candidates seek election to any position, and no candidate receives a majority of votes on the first ballot, the two candidates receiving the greatest number of votes shall be entered into a run-off election. The candidate receiving a majority of the votes cast on this ballot shall be determined to have been elected.

All absentee ballots shall be counted in all initial or subsequent balloting only for the office and election to which they may apply. Failure of the Election Officer to provide said absentee ballot upon request will render the subsequent election null and void.

At any meeting of the Board of Directors, or the MSCI, the chairman of the meeting may, or upon the request of any member shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of votes represented at the meeting, based upon their determination of the validity and effect of proxies or absentee ballots; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members.

Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of members represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Any action which may be taken at any annual or special meeting of the Board of Directors or the MSCI may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken shall be signed by the members entitled to vote or signed by such lesser number of members as may be provided for in the Articles of Incorporation that would be necessary to authorize or take such action at a meeting. The written consents shall bear the date of signature of each member who signs the consent.

Subject to any provision in the Articles of Incorporation, the business and affairs of the corporation shall be managed by a Board of Directors.

The authorized number of voting members serving on the Board of Directors shall be eight (8) and shall include the President, the Past President, the President-Elect, the Secretary, Treasurer and three (3) Trustees until changed by amendment to these Bylaws.

Each Trustee on the Board of Directors shall hold office until August 31 after his/her election or until his/her successor shall have been elected and qualified, or until his/her prior resignation or removal. In the initial year only, one trustee shall be elected to a three year term, holding office until the third annual meeting of the membership after his/her election, one Trustee shall be elected to a two year term, holding office until the second annual meeting of the membership after his/her election and one Trustee shall be elected to a one year term, holding office until the first annual meeting of the membership after his/her election. All terms of office for trustees of the Board of Directors shall commence on September 1 of the year of their elections. Unless otherwise provided in the Articles of Incorporation, a Board of Directors member may be removed, with or without cause, by vote of a majority of the members entitled to vote at an election of Board of Directors. Board of Directors members need not be residents of Michigan.

Any vacancy occurring in the Board of Directors and any Board of Directors membership to be filled by reason of an increase in the number of Board of Directors members may be filled by election at an annual meeting or by appointment of the President for a period ending at the next annual meeting. Succession to office in this circumstance shall be immediate.

Should any member of the Board of Directors or any other elected official of MSCI resign, withdraw or be removed from consideration to take office between the time of election and the time of assuming the office, such that the entire term of office is left to be filled, the person with the next highest vote total in the election at the previous annual meeting shall be given the first consideration to assume the office. If that person should refuse to serve or be found to be ineligible for service, or if the elected individual had run unopposed, the position shall be filled by appointment of the President for a period ending at the next annual meeting. Succession to office in this circumstance shall be immediate.

A regular meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately before or after and at the same place as the annual meeting of MSCI. The Board of Directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than this Bylaw.

Special meetings of the Board of Directors may be called by or at the request of the President or any two Board of Directors members.

The person or persons authorized to convene special meetings of the Board of Directors may fix any place, either within or without the State of Michigan, as the place for holding any special meeting of the Board of Directors.

Special meetings of the Board of Directors shall be held upon at least four days' prior notice. Any Directors may waive notice of any meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

A simple majority of the number of Board of Directors voting members fixed by the Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Unless specifically prohibited by the Articles of Incorporation, any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote.

A Director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken is conclusively presumed to have assented to the action taken unless his/her dissent is entered into the minutes of the meeting or unless s/he files his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent does not apply to a Director who voted in favor of such action.

By the affirmative vote of a majority of Director, the Board shall have authority to establish reasonable compensation for Directors in payment for actual services to the corporation as Board of Directors members, officers, or otherwise. A fixed sum and expenses for actual attendance at each regular or special meeting of the Board may also be authorized.

The officers of the corporation shall be a President, a Past President, a President-Elect, a Secretary, Treasurer, and three (3) trustees.

The Election Officer will coordinate all election activities. The Election Officer will be the Secretary or the Treasurer, whomever is not up for re-election.

An officer of the corporation shall be chosen by direct vote of the membership. At each annual membership meeting, membership shall elect a President-Elect. That officer shall serve in the capacity of President-Elect until August 31 of the year following his/her election when s/he shall succeed to the office of President on September 1. The following September 1 s/he shall succeed to the position of Past-President. A Secretary, Treasurer shall be elected by direct vote of the membership every two years in odd numbered years (Secretary) and even numbered years (Treasurer). The Secretary and the Treasurer shall hold office until August 31 of the second year of their term or until his/her death, resignation or removal as hereinafter provided or until his/her successor shall have been elected and qualified, or until his/her prior resignation or removal. The newly elected Secretary and Treasurer shall assume office on September 1 following their election. A vacancy in any office because of death, resignation or removal or other cause shall be filled by the Board of Directors at either an annual or special meeting.

An officer may resign at any time upon written notice to the corporation. An officer may be removed at any time, either with or without cause, by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

The President shall be the chief executive officer of the corporation, and, subject to the direction and control of the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried out. S/he shall preside at all meetings of the MSCI and Board of Directors, call Board of Directors meetings when necessary, see that the purposes, goals and objectives of the corporation are carried out, fill all officer and Board of Directors vacancies by appointment, shall serve or cause to be appointed a representative who shall be an ex officio member of all committees of the corporation and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors or Bylaws.

The President-Elect shall serve as the director of the Spring Tournament, assist the President in all duties and automatically succeed to the office of President if the President is unable to fulfill obligations or if that office becomes vacant, shall be chairperson of the membership committee and shall perform such other duties as may from time to time be prescribed by the Board of Directors or the Bylaws.

The Past President should attend all meetings of the MIFA Forensic Council, and shall perform such other duties as may from time to time be prescribed by the Board of Directors or the Bylaws.

The Treasurer shall keep or cause to be kept, at the principal executive office of the corporation, the minutes of all meetings of the MSCI and of the Board of Directors. The Secretary shall keep the minutes of all meetings of the MSCI and the Board of Directors. The Secretary shall send copies of the minutes of the general meetings and of the regular Board of Directors meetings to all members within sixty (60) days of the meeting date; shall see that all notices of meetings are given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent, a membership register, showing the names of the members of MSCI and their addresses, and the date of membership held by each; shall keep or cause to be kept, at the principal executive office of the corporation, the original or a copy of the Bylaws and amendments, the resolutions of the MSCI, and other documents of the corporation, and shall certify that all such documents of the corporation are true and correct copies.

The Treasurer shall have charge of the corporate seal and shall affix it to any instrument The Treasurer shall have charge of the corporate funds and securities; shall collect all membership fees; shall keep or cause to be kept complete and accurate account books of corporate receipts and payments; deposit all money and other valuables in the name of the corporation in such banks, trust companies or other depositories as designated by the Board of Directors; prepare and present financial reports to the annual meeting of the MSCI and the regular meetings of the Board of Directors. The Treasurer will perform such other duties as are assigned to him/her from time to time by the Board of Directors.

If required by the Board of Directors, any officer of the corporation shall give to the corporation a bond for the faithful performance of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

The salaries of the officers shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary due to the fact that he or she is also a member of the Board of Directors of the corporation

The MSCI shall elect four (4) representatives to the MIFA Forensic Council. The following qualifications should be met in the election of the four representatives.

(a) At least one of whom shall be a coach of debate.

(b) At least one of whom shall be a coach of individual events.

(c) At least one of whom shall be from a class A school.

(d) At least one of whom shall be from a class B or C/D school.

(e) At least one of whom shall be from a school north of 96 West and 69

East.

One director representing the MSCI membership at large and one director representing a Class BCD school shall be elected in odd numbered years and one director representing schools from northern Michigan (North of 96W and 69E) and one director representing a Class A school shall be elected in even numbered years.

The Forensic Council representatives shall attend all MIFA Forensic Council meetings, be liaisons between the Forensic Council and MSCI, and shall report on Forensic Council activities to the membership at all regular meetings.

The fiscal year of the Michigan Speech Coaches, Inc. shall commence on January 1 and end on December 31. All terms of office and membership shall have anniversary dates of September 1. Failure to satisfy all financial accounts by the end of the fiscal year subjects any officer responsible for such payment of fees to MSCI to interest charges at current legal market rates and to possible pursuit of legal means to recovery of any outstanding amount.

Any notice required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the provisions of the Business Corporation Act may be waived by the individual entitled to such notice. A waiver in writing signed by said individual, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice.

Bylaws may be adopted, altered, amended, or repealed at any meeting of the Board of Directors of the corporation by a simple majority vote of the Board of Directors voting members present at the meeting, said change in Bylaws to be enacted after a simple majority ratification vote of the MSCI at its regular annual meeting, provided notice of the proposed amendment has been sent to the membership at least two weeks prior to the meeting.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.

(seal)

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