THE MLA BY-LAWS

Michigan Longbow Association

Constitution and By-laws

As Amended May 1, 2021

As Amended May 4, 2025

Grammatical Corrections March 21, 2026

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

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

C. 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.

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

E. 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.

F. 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.

G. 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.

H. To actively support and appropriately commemorate and honor persons and organizations that have made special contributions to the sport of archery, exemplifying its finest traditions and sharing compatible purposes.

I. 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 Executive Council unless they have resigned or their membership is otherwise terminated. Thereafter, the eligibility and qualifications for membership, and the manner of admission to membership, shall be prescribed by the rules and regulations established and adopted by the Executive Council by resolution 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 rights, 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 signature of an officer or officers designated by the Executive Council and may bear the seal of the Association or a 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 Executive 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 is 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 executive council. Honorary memberships shall be extended without the condition of payment of fees, dues, and assessments, and for such a period as the membership determines, subject always to the honorary member's 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 has specifically requested to be included in 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: Fees, dues, and assessments shall be determined by the Executive

Council. Fees, dues, and assessments shall be collected no less often than annually. A “dues year” for the Association shall be from either February 1 to January 31 or from August 15 to August 14. Any member in default of the payment of fees, dues, and assessments for a period of forty-five (45) days will be removed from the membership rolls.

G. Application for Membership: Any person seeking membership in the Association shall complete and submit an 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 Executive 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 Executive 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 Executive Council.

(7) Meeting of Members

A. Annual Meeting: There shall be an annual meeting of the membership for the purpose of adoption of amendments 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 Executive 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 Executive 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 the 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 Meetings 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 States Postal Service. Any meeting of members once convened may be adjourned from time to time, and in such an 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 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 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 Executive 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

(11) Old Business

(12) New Business

(13) Comment by Members

(14) Adjournment

(8) Officers

A. Designation and Number: The officers shall include a President, Vice President, Recording Secretary, Membership Secretary, Treasurer, and all the number of members to make up the Executive 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 Executive Council currently or within 5 years prior to elections.

C. Nomination and Selection: The initial officers shall be elected by the Executive Council at their first organizational meeting. Thereafter, the Executive Council of the Association shall be elected by electronic ballot. All eligible candidates shall submit a biography to the Executive Council by the spring issue of Sticktalk deadline.

I. Ballots will be emailed to all eligible members' email addresses of record before the last Sunday in March. Official ballots will be emailed from an official MLA organizational account. Ballots will include the candidate's name, photo, bio, and all necessary voting instructions. Ballots must be returned by the third Sunday of April to be counted.

II. The Executive 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 Executive Council, to supervise the election and attend to the counting of ballots and to address any other issues surrounding the conduct of the election. The election results will be announced at the MLA Spring Shoot and General Membership Meeting, at which time the new council members will be introduced to the membership and will start their terms. Results will also be published in the summer issue of Sticktalk. All ballots shall be preserved for a period of at least one hundred and 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 Executive Council prior to the general membership meeting of the year in question.

III. In the event of uncontested seats, a formal election, including the distribution of ballots and appointing an Election Committee to supervise elections, shall be deemed unnecessary, and the uncontested Executive Council shall be reinstated at the General Membership meeting.

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 Executive 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 a 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 Executive 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 Executive Council, be responsible for correspondence as directed by the Executive Council and otherwise perform the customary duties of the office or as may be assigned by the President or the Executive Council.

IV. Treasurer: The Membership Secretary/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 sums of money of the Association, pay bills as approved or directed by the Executive 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 Executive 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 Executive Council. V. Executive Council:

A. General Powers: There shall be an Executive Council, which shall be the governing body of the Association between Annual Meetings of the membership. The Executive Council shall have the authority and power to act for and on behalf of the

Association in all matters between meetings of the general membership except as may otherwise be expressly provided herein. It shall be the duty of the Executive Council to make recommendations to the Association, authorize the expenditure of funds, and conduct the business necessary for the operation of the Association.

B. Composition of the Executive Council: The Executive Council shall consist of not more than thirteen (13) or fewer than three (3) persons. Members of the Executive 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 Executive Council.

C. Meetings: The Executive 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 Executive Board 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 Executive Council and specified in the notice of the meeting. In the absence of other action, the County in which the President resides 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 any 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 Executive Council must be 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 Executive 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 Executive 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 Executive Council may be decided by secret ballot. A roll call vote will be used when two (2) or more members of the Executive Council request it.

VI. Vacancies: A vacancy in the Executive Council may be filled by the affirmative vote of a majority of the remaining Council members, even if less than 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 Executive Council within any period between annual meetings exceeds more than one-third of the number of members of the Executive 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 Executive Council, this shall be done by election at the annual meeting of the membership or by mail ballot.

VII. Removal and Suspension: The Executive Council may remove or suspend any of its members of the Association or of the Executive Council at any meeting 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 the opportunity to be heard. Any removal or suspension is subject to appeal to the membership as a whole. The Executive 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 Executive 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, who shall be paid positions. The Membership Secretary/Treasurer will be paid $125.00 per quarter. The Editor will be paid $125.00 for each issue of Sticktalk published on time. Upon written resolution of the Executive Council a member of the Executive 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 any meeting of the Executive 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 Executive 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 the previous meeting.

4. Approval of Bills

5. Treasurer’s Report

6. Reports of Committees

7. Old Business

8. New Business

9. 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 that is insured by the Federal Deposit Insurance Corporation. The signatories on any account shall include the following: President, Secretary, and Treasurer. No funds shall be expended in excess of five hundred dollars ($500.00) without either the written or verbal approval of two signatories.

(10) Committees: The Executive 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 Executive 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) Disbandment: If, for any reason, the Michigan Longbow Association membership should no longer choose to exist as an organization, all money, properties, and holdings shall be given to such an organization or organizations for the further advancement of traditional archery by the Executive Council.