THE MLA BY-LAWS

Michigan Longbow Association

Constitution and By-laws

Amended May, 2019

(1) Form of Organization: This organization shall be a Michigan nonprofit corporation.

(2) Name: The name of this association shall be the Michigan Longbow Association.

(3) Purpose: The purposes of this association shall be:

A.  Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section of the Internal Revenue Code, or corresponding section of any future federal tax code.

B. To preserve, foster and perpetuate the true spirit of archery.

C. To promote good fellowship among, and bind together, persons with a mutual love for the longbow and desire to keep the sport of archery pure and traditional.

D. To encourage the use of and respect for the longbow as a wholesome sport in all its forms, including tournaments, target and field archery and lawful hunting.

E. To preserve, protect and improve the privileges and opportunities for the use of the longbow and archery for all legitimate recreational purposes.

F. To facilitate and conduct educational programs to acquaint members and the public in the use of and respect for the longbow as an effective and suitable weapon for the hunting of game and fish as an appropriate and historically honorable endeavor.

G. To cooperate with public and private organizations, associations, and individuals in fostering and perpetuating the use of the longbow in accordance with its finest traditions and as an activity of human endeavor worthy of study, respect, and dignity.

H. To encourage the acquisition, study and preservation of knowledge, design, techniques and skills used in the construction of traditional bows and arrows, accessories, their use and the love of archery.

I. To actively support and appropriately commemorate and honor persons and organizations, which have made special contributions to the sport of archery, exemplifying its finest traditions and share compatible purposed.

J. To promote and respect those values, activities, endeavors and places historically associated with the use of the longbow and archery including brotherhood, skills of woodcraft, conservation of wildlife, forest, field, and waters, respect for excellence, the thrill of the chase, the wonders and beauty of nature and the spirit of all things wild.

(4) Membership:

A. Initial Members and General Provisions: The first members of the Association shall consist of the members of the original Council, unless they have resigned or their membership otherwise terminated. Thereafter, the eligibility and qualifications for membership and manner of admission into membership shall be prescribed by the rules and regulations as established and adopted by resolution of the Council in writing and made part of the By-laws of the Association. Such rules and regulations shall prescribe the amount and manner of imposing and collecting initiation fees, dues and other fees, assessments, fines and penalties, the manner of suspension or termination of membership and for reinstatement of membership, and except as the By-laws may otherwise provide, the right, liabilities and other incidents of membership.

The Association may cause to be issued certificates, cards, or other instruments permitted by law evidencing membership, which shall be nontransferable, and a statement to that effect shall be noted on the certificate, card or instrument. Membership certificates, cards, or other instruments, if issued, shall bear the signature or facsimile signatures of an officer or officers designated by the Council, and may bear the seal of the Association or facsimile thereof.

B. Eligibility: Any person interested in and supporting the purposes of the Association shall be eligible for membership without discrimination on the basis of race, color, religion, national origin, age, handicap, sexual orientation, sex or any other basis prohibited by law.

C. Privileges and Responsibilities: Any member in good standing shall enjoy the privileges and bear the responsibilities of members of the Association as set forth in its Articles of Incorporation (Constitution) and By-laws, which responsibilities shall include prompt payment of fees, dues, and assessments, compliance with all game laws or regulations imposed in the jurisdiction in which the member may be hunting, not to falsify any application or communication to the Association or its members and to conduct themselves in a manner which does credit to the Association.

D. Categories of Members: There shall be the following categories of members:

I. Regular Members, which shall mean any member of the age of eighteen (18) years who has paid fees, dues and assessments for the period required for maintenance of regular membership.

II. Sustaining Members shall mean a regular member who has paid those fees, dues and assessments for the period required for maintenance of sustaining membership.

III. Life Members, which shall mean a regular member or person who has been so designated by the Council to qualify for a life membership.

IV. Family Members shall mean and include those designated persons in the immediate family of regular members such as the spouse of a regular member or those persons under age twenty-one (21) who live in the household of a regular member (including those persons that retain said household address as his/her primary address while temporarily living elsewhere) and which regular member shall be in good standing and has paid the fees, dues, and assessments for the period required to permit the spouse or persons under age twenty-one (21) to qualify as family members.

V. Voting Spouse shall mean the spouse of any member who has paid the fees, dues and assessments for the period required to qualify for membership, so long as a written request for such status be submitted to the membership Secretary.

VI. Honorary Member shall mean any person upon whom such status has been conferred by a majority vote of the Council. Honorary memberships shall be extended without condition of payment of fees, dues and assessments and for such a period as the membership determines, subject always to the honorary members conformance with the other responsibilities of membership set forth in the Association’s Constitution and By-laws.

E. Voting Rights of Members: Any regular member and spouse, who have specifically requested to be included on the membership roles as a voting spouse, shall have voting privileges at any meeting of the membership. An active spouse shall also be permitted to have voting privileges at any meeting of the membership.

F. Fees, Dues and Assessments: A dues year for the Association shall be counted quarterly and will include four concurrent quarters annually. January, April, July and October in any order of joining. Any member in default of payment of fees, dues and assessments for a period of one quarter will be removed from the membership rolls.

G. Application for Membership: Any person seeking membership in the Association shall complete and submit and application for membership in the form and manner as from time to time established by the Association.

H. Suspension and Expulsion: Any member may be suspended or expelled for just cause, after notice and following an appropriate hearing to be conducted by the Council provided, however, any member subjected to suspension or expulsion shall have the right to appeal such action to the membership of the Association at any special meeting called for such purpose and shall be reinstated upon a vote of a majority of the membership.

(5) Registered Office: The Association shall designate and maintain a registered office within the State of Michigan at such location as may from time to time be determined by the Council

(6) Registered Agent: The Association shall designate and maintain a registered agent for the association within the State of Michigan as determined by the Council.

(7) Meeting of Members:

A. Annual Meeting: There shall be an annual meeting of the membership for the purpose of adoption of amendment or By-laws, modification in the corporate charter, and the transaction of any other business to come before the meeting

B. Special Membership Meetings: A special meeting of the Membership of the Association may be called at any time by the President or Secretary, upon written request of no less than twenty-five (25%) percent of the council members of the Association.

C. Time and Place of Meetings: The Council shall determine the time and place of the meeting and may change the day and postpone the annual meeting for a period not to exceed 20 days to avoid legal holidays or for the convenience of the general membership. Meetings shall be held at reasonable times and places within the State of Michigan giving due regard to the convenience of members and as decided by the Council and specified in the notice of meeting.

D. Notices: Written notice of the place, date and hour of any meeting shall be given to members by ordinary mail, E-Mail or in any newsletter of official publication of the Association not more than sixty (60) days nor less than fourteen (14) days prior to the day of any annual meeting and not less than seven (7) days prior to any special meeting. Notices of Annual Meeting may state that the meeting is being called for the holding of elections and for the transaction of such other business as may properly come before the meeting. Notices of Special Meeting shall state the purpose(s) for which the meeting is called. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United Stated Postal Service. Any meeting of members once convened may be adjourned from time to time and in such event it shall not be necessary to provide further notice of the time and place of the adjourned meeting if the announcement of the time and place of the adjourned meeting is given at the meeting so adjourned. Notices may be sent to the address as shown on the records of the Association.

E. Quorum: A quorum shall consist of ten (10%) percent of the current members in good standing as determined by the membership rolls of the Association. If a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice.

F. Voting: A majority of those present and voting at any meeting at which a quorum has been determined present shall decide all questions to come before the meeting. Voting by written ballot shall be used for all 1) elections, 2) expulsion of members, and 3) when otherwise requested by a simple majority of members present. All other voting shall be by a show of hands. Any member may vote by written proxy filed not later than the time for taking of the vote.

G. Parliamentary Authority: Except where the same may be contrary to law or these By-laws, Robert’s Rules of Order shall govern the meetings.

H. Order of Business: The order of business at meetings of the membership of the Association shall be as follows:

1. Roll call which shall be taken and recorded in the minutes.

2. Adoption of Agenda.

3. Reading and approval of minutes of the previous meeting

4. Report of Council to be presented by the President.

5. Approval of bills

6. Treasurer’s report

7. Reports of committees

8. Report of Nominating Committee

9. Receipt of nominations from the floor (10) Election of Officers

10. Old Business

11. New Business

12. Comment by Members

13. Adjournment

(8) Officers:

A. Designation and Number: The officers shall include a President, Vice President, Recording Secretary, and Membership Secretary/ Treasurer and all the number of members to make up the Council.

B. Qualifications for Office: The qualifications for officers shall include:

I. As an officer, a person shall be a member in good standing at all times and have been a member for at least one year immediately preceding election to office.

II. In addition, the President of the Association shall have served on the Council currently or within 5 years prior to elections.

C. Nomination and Selection: The initial officers shall be elected by the Council at their first organizational meeting. Thereafter, the Council of the Association shall be elected by mail ballot. All eligible candidates shall submit a biography to the Council by the deadline for the spring issue of Sticktalk. Ballots will be mailed to all eligible members first class mail prior to the last Sunday in March. Ballots being returned must be post marked no later then the third Sunday of April. New Council Members will be introduced to the membership and start their term at the General Membership meeting. Results of the election will also be published in the summer issue of Sticktalk. The Committee shall appoint an Election Committee consisting of no less than three (3) persons, including at least one (1) member who is not a member of the Council, to supervise the election and attend to the counting of ballots and over any other issues surrounding the conduct of the election. All ballots shall be preserved for a period of at least one hundred eighty (180) days and any member of the Committee or any candidate may request to inspect the ballots, count the same and challenge the tally of the Election Committee, provided the challenge is made in writing to the Election Committee with a copy to the Council prior to the general membership meeting of the year in question.

D. Selection: Those persons receiving the greatest number of ballots cast for the respective office shall be deemed elected.

E. Terms of Office: Officers shall be elected annually by the general membership present at the General Membership Meeting. An officer shall remain in office until a successor has been elected and qualified subject to earlier termination by removal or resignation. A vacancy may be filled at any meeting of the Council.

F. Removal: Officers shall serve at the pleasure of the membership of the Association and may be removed without cause upon a vote of a two-thirds majority at any meeting for which notice of the meeting contains notice that the business of the meeting will include the question of removal of the particular officer sought to be removed and the officer proposed to be removed has been given an opportunity to be heard.

G. Powers and Duties of Officers:

I. President: The President shall be the chief executive officer of the Association, preside at all meetings of the membership of the Association and all meetings of the Council and have general powers and duties of supervision and management usually vested in such office, including the right and obligation to enforce the constitution and by-laws of the Association, appoint committees, sign all documents on behalf of the Association and maintain order at meetings.

II. Vice President: The Vice President shall perform the duties of the President in the absence, inability or refusal of the President to act or in the event of a vacancy in that office.

III. Secretary: The Recording Secretary shall keep the minutes and records of the Association in appropriate books, assure that all notices are given in accordance with the by-laws or as provided by the law, keep the seal of the Association and affix the same to documents, keep current list of all members, maintain minutes of meetings of the membership and the Council, be responsible for correspondence as directed by the Council and otherwise perform the customary duties of the office or as may be assigned by the President or the Council.

IV. Treasurer: The Treasurer shall have the charge and custody of and be responsible for all funds and securities of the Association and shall collect dues, and other moneys of the Association, pay bills as approved or directed by the Council, maintain in a true accurate and complete manner the books and records of account of the Association in accordance with general principles of accounting consistently applied, and furnish a written financial report and provide an accounting at any time within ten (10) days after request of the Council and at all meetings of the Council and the membership and shall otherwise perform the customary duties of the office or any that may be assigned by the President of Council.

V. Membership Secretary: The Membership Secretary will maintain in a true accurate and complete manner the membership record, of Michigan Longbow Association which will include names, addresses, phone numbers, etc. Maintaining  updates so that said record contains current data to be reported quarterly, and otherwise perform the customary duties of the office or as may be assigned by the President or the Council.

V. Council:

A. General Powers: There shall be a Council, which shall be the governing body of the Association between Annual Meetings of the membership. The Council shall have the authority and power to act for and on the behalf of the Association in all matters between meetings of the general membership except as may otherwise by expressly provided herein. It shall be the duty of the Council to make recommendations to the Association, authorize expenditure of funds and conduct the business necessary for operation of the Association.

B. Composition of the Council: The Council shall consist of not more than thirteen (13) nor less than three (3) persons. Members of the Council must be members in good standing of the Association but need not be residents of the State of Michigan. Each council member shall hold office until a successor is elected or appointed by the Council.

C. Meetings: The Council shall meet at least four (4) times in each calendar year. Special Meetings may be held at the call of the President or Secretary and shall be called upon the request of at least three (3) members of the Council. All actions of the Council shall be governed by a majority vote of those present and voting provided a quorum is initially present.

D. Time and Place of Meetings:

I. Special Meetings: The President or any three (3) Council members may call for a special meeting of the Council and fix the time and place of such meeting consistent with these by-laws.

II. Time and Place: Meetings shall be held at reasonable times and places within the State of Michigan giving due regard to the convenience of Council members and as decided by the Council and specified in the notice of the meeting. In absence of other action the County in which the President resided shall be the customary place for meetings.

III. Notices: Written notice of the place date and hour of any meeting shall be given to Council members by ordinary mail, E-Mail, phone call, or in any newsletter or official publication of the Association at least fourteen (14) days prior to the day of any annual meeting and at least seven (7) days prior to any special meeting. Notice of Special Meetings shall also contain a brief statement of the purpose of and business proposed to be transacted at such a meeting. Notices may be sent to the address shown on the records of the Association.

IV. Quorum: A majority of the members of the Council must by present in order to conduct business. However a majority of those present may adjourn the meeting once convened from time to time without further notice.

V. Voting: A majority of those Council members present and voting at any meeting at which a quorum has been determined present shall decide all questions to come before the meeting. Action may be taken by written consent without a meeting if signed by all Council members and filed with the Secretary and made a part of the Association’s record within thirty (30) days after the taking of such action. No issue decided exclusively by the Council may be done by secret ballot. A roll call vote will be used when two (2) or more members of the Council request it.

VI. Vacancies: A vacancy in the Council may be filled by the affirmative vote of a majority of the remaining Council members even if less then a quorum of the Council. A Council member so elected shall complete the unexpired term of the predecessor. Provided however if the cumulative number of vacancies to be filled within the Council within any period between annual meetings exceeds more then one-third of the number of members of the Council any member may insist that the election of a person to fill the unexpired term of a Council member be done at a special meeting of the membership. If additional Council members are to be elected to increase the size of the Council this shall be done by election at the annual meeting of the membership or by mail ballot.

VII. Removal and Suspension: The Council may remove or suspend any of its members of the Association or of the Council at any meeting of in its judgment the best interest of the Association would be served provided prior written notice of such proposed action is given to the member or Council member who is proposed to be removed or suspended and such member or Council member has been given opportunity to be heard. Any removal or suspension is subject to appeal to the membership as a whole. The Council representative suspension will apply if a council member misses three (3) consecutive meetings he or she will be terminated as a councilperson.

VII. Compensation: No member of the Council shall receive or accept any compensation for service on the Council with the exception of the Membership Secretary/Treasurer and the Editor of Sticktalk which shall be paid positions. The Membership secretary/Treasurer will be paid the sum of $125.00 per quarter. The Editor will be paid $125.00 for every issue of Sticktalk that is published on time. Upon written resolution of the Council a member of the Council may be reimbursed or indemnified for properly documented expenses incurred on behalf of the Association, including legal fees necessarily incurred in connection with any claim asserted against the council member by reason of being an agent of the association, provided the member was not guilty of misconduct regarding the matter in which indemnity is sought.

IX. Attendance by Membership: Any member of the Association in good standing may attend at any meeting of the Council, but shall not be privileged to vote unless a member of the Council.

X. Parliamentary Authority: Except where the same may be contrary to law or these by-laws, Robert’s rules of Order shall govern the meetings.

XI. Order of Business: The order of business at meetings of the Council shall be as follows:

1. Roll Call, which shall be taken and recorded in the minutes.

2. Adoption of agenda

3. Reading and approval of the minutes of previous meeting.

4. Approval of Bills

5. Treasurer’s Report

6. Reports of Committees 7. Old Business

7. New Business

8. Comment by members 10. Adjournment

(9) Depository: The funds of the Association shall be at all times maintained in an account in a financial institution within the State of Michigan which is insured by the Federal Deposit Insurance Corporation. The signatories on any account shall include the following: President, Secretary, and Treasurer. No funds shall by expended in excess of five hundred ($500.00) dollars without either the written or verbal approval of two signatories.

(10) Committees: The Council may resolve to establish committees of two or more persons to perform such tasks as may from time to time be deemed advisable, but no such committee shall have or exercise the authority of the Council or any officer. The President shall appoint the persons to any committee unless the membership of the committee shall designate its composition. All committees shall function in accordance with the rules and procedures established by the Council.

(11) Seal: The stamp or seal will be made in the form of the Michigan Longbow Association Logo if necessary. The use of the stamp, seal or logo must be approved by the Council.

(12) Amendments: These By-laws may be amended or repealed by an affirmative vote of a majority of the members present at a meeting of the membership called for the purpose of action upon such amendment provided notice of the proposed By-law change was included in the notice of the meeting and a quorum of the membership is present at the meeting.

(13) Dissolution: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

(14) Indemnification:  The Association shall, to the fullest extent authorized by the Michigan Non-Profit Corporation Act, as amended, indemnify a Director or officer (the "Indemnitee") who:

A. was or is a party or who is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the Association , by reason of the fact that he or she is or was a director, officer, employee or agent of the Association , or is or was serving at the request of the Association  as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association  and with respect to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful; and

B.  was or is a party to or is threatened to be made a party to a threatened, pending or completed action or suit by or in the right of the Association  to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Association , or is or was serving at the request of the Association  as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys' fees), and amounts paid in settlement incurred by the person in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Association . However, indemnification shall not be made for a claim, issue or matter in which the Indemnitee has been found liable to the Association unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for the expense which the court considered proper.

(15) Conflict of Interest Policy: The Association hereby adopts the Conflict of Interest Policy dated as of December 13, 2014 and attached hereto as Exhibit A.

Recent articles of incorporation available here.