Michigan Traditional Bowhunters (MTB) is a non-profit origination of traditional archers whose main interest lies in bowhunting with recurves, longbows, and self-bows. MTB began as a dream by Dan Bertalan and Ed Sandifer. The desire for the group was to share a sense of camaraderie and common purpose among bowhunters using all types of traditional archery equipment. This group could also function as a political entity when needed, to prevent the degradation of traditional bowhunting in Michigan.
That first summer in 1990 a traditional archery jamboree was held at the grounds of the Lincoln Bowmen Club near Detroit, Michigan. It included a large traditional archery shoot, guest speaker, raffle, and a hunting slide show. The excellent turnout only added to the growing excitement about MTB.
At this time a few serious members were leading the way and making the decisions of MTB. After only a year the membership was pushing towards 200 and included many of the finest bowhunters in Michigan and around the country. After only two years the membership grew to over 300. It was decided that MTB needed a structured leadership, through this a twelve-member board of directors was set up.
Since then our group has grown too; 300 plus. We have had over thirty Jamborees, host an annual banquets, rabbit hunts, and members only whitetail hunting camp. MTB is also committed to making sure that we preserve bowhunting and the opportunity only an archery season can provide. We have been fighting against Michigan legislation that would limit or greatly affect opportunities for the traditional bowhunter. We are proud to stand against the inclusion of the Air Gun as well as putting a stop to a 2-week firearm tag, both having attempted to be legalized during the archery only season.
MTB is excited about our growth and are welcoming all our new members.
MICHIGAN TRADITIONAL BOWHUNTERS BYLAWS
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ARTICLE I
NAME, PURPOSE, AND OBJECTIVES
SECTION 1. Name
(A) The name of this organization incorporated under the laws of the State of Michigan and hereinafter referred to as the "Corporation," shall be the Michigan Traditional Bowhunters, Inc.
SECTION 2. CORPORATION Purpose and Objectives
(A) To provide a united voice of Michigan Traditional Bowhunters and;
(B) To actively promote and protect the quality of bowhunting; and
(C) To perpetuate fair-chase and ethical bowhunting in Michigan.
(D) To disseminate these purposes and objectives through an official publication known as Traditional Trails and other such publications or medias which may be from time to time desirable.
(E) To own, hold, lease, establish, maintain and support, either directly or in cooperation with other organizations or governmental agencies, property, facilities and services in order to provide facilities and financial benefits to this Corporation.
(F) To acquire, own, dispose of, transfer, manage, encumber, mortgage, lease or operate real and personal property, or any interest therein, in order to provide facilities and financial benefits to this Corporation.
(G) To apply any revenue generated by these activities or any gifts, grants, bequests and devises, and the proceeds thereof, in furtherance of the purposes of this Corporation.
ARTICLE II
MEMBERSHIP
SECTION 1. Classification OF MEMBERS
(A) “Regular Members” are those persons who accept the purposes and objectives of the Corporation, agree to promote the same and have met the qualifications of membership and have been accepted as Members by the Corporation.
(B) “Honorary Members” are those individuals who are made a member by a majority vote of the Board of Directors or the Members.
(C) “Members” include Regular Members and Honorary Members.
SECTION 2. Dues
(A) The annual dues for the Members of the Corporation shall be as designated in Article XII of these Bylaws.
SECTION 3. Qualifications, Acceptance, Disapproval, and Termination of Membership
(A) Qualifications of Membership
The Members of this Corporation shall be persons who have accepted the purposes of the Corporation and who agree to promote traditional bowhunting and traditional ethics and have completed the requisites of memberships as provided by these Bylaws and as further determined by the Board of Directors.
(B) Acceptance of Application of Membership
(1) Regular Members - All applications for membership as a Regular Member shall be subject to approval by the Members.
(2) Honorary Members - All applications for membership as an Honorary Member, where applicable, shall be subject to the approval of the Board of Directors or the Members.
(C) Disapproval and Appeal of Application for Membership
(1) If an application for membership is disapproved because the applicant fails to meet the qualifications of Membership:
(a) A new membership application may be submitted to the Board of Directors or the Members at any time if the reason for denial has changed, or
(b) An appeal of such disapproval may be made as a matter of first action taken by the Annual Membership at the next Annual Membership Meeting of the Corporation.
(D) Term of Membership.
The term of membership shall be one (1) year commencing September 1st and running through August 31st of the following year. Membership initiated on other dates shall be prorated only to the extent of the following: Subsequent to the mailing of the summary issue of Traditional Trails, members will be renewed into September of the following year.
(E) Termination of Membership
(1) The Board of Directors may, by a two-thirds (2/3's) vote terminate the membership of any Member for cause after notice and hearing pursuant to guidelines established by the Board of Directors. For cause shall include, but is not limited to the conviction of any Member of a violation of any game, fish, or environmental laws.
SECTION 4. Representation
All Members may attend and have the privilege of the floor at any meeting of the Corporation.
ARTICLE III
VOTING
SECTION 1. Annual/SPECIAL MEMBERSHIP MEETINGS
(A) Eligibility to Vote
At any Membership Meeting, each Member of the Corporation as of Record Day shall be entitled to vote.
(B) Number of Votes
(1) All Members shall be entitled to one (1) vote each at Membership Meetings.
(C) Proxies:
(1) A Member may act as a proxy for no more than one (1) other Member.
(2) All proxies must be received and date stamped by the Secretary of the Corporation prior to midnight (11:59 p.m.) on the last business day prior to the Annual Membership Meeting.
(D) Method of Voting
(1) Voting shall be by voice vote except as otherwise provided in these Bylaws or called for by the Annual Membership Meetings.
(2) A majority vote is sufficient for the adoption of any motion that is in order except as these Bylaws or Robert’s Rules of Order otherwise prescribe.
(E) Plurality and Tie Votes
(1) All elections shall be determined by plurality vote, defined as receiving more votes than any other candidate. A tie vote shall be decided by a run-off election to be held during the meeting in which the election is occurring.
SECTION 2. Board of Directors’ Meetings
(A) Each Member of the Board of Directors shall have no more than one (1) vote.
(B) Except where otherwise provided in these Bylaws, the actions of the majority of the Directors present at any meeting of the Board of Directors shall be the action of the Board of Directors.
(C) If the majority of the whole Board of Directors severally and/or collectively consents in writing to any action to be taken by the Corporation, such an action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors.
SECTION 3. Employees of this Corporation
(A) Except as otherwise provided in these Bylaws, no employee of this Corporation shall be eligible to serve as an officer of the Corporation or member of the Board of Directors.
ARTICLE IV
ANNUAL/SPECIAL MEMBERSHIP MEETING
SECTION 1. Meetings
(A) Annual Membership Meeting
(1) Policies and positions of this Corporation relating to traditional bowhunting shall be established by resolution at any Annual Membership Meeting.
(2) The Corporation shall hold a regular Annual Membership Meeting during the month of _______ each year. The definite date and place of the Annual Membership Meeting shall be determined by the Board of Directors.
(3) Notice: All Members, Officers of the Corporation, and Members of the Board of Directors shall be noticed of the Annual Membership Meeting at least ten (10) days in advance of the meetings. The notice shall include a printed agenda and shall be published in the Corporation’s official publications or by first class mail.
(B) Special Membership Meetings
(1) Special meetings of the Members of this Corporation may be requested by the President, by the Board of Directors, or 5% or more Members.
(2) The request for a Special Membership Meeting must be in writing, state the purpose of the meeting, and be delivered to the Secretary of the Corporation.
(3) The Special Membership Meeting must occur within sixty (60) days of the request being delivered to the Secretary.
(4) Notice of Special Meetings
(a) All Members, Officers of the Corporation and Members of the Board of Directors shall be noticed of the time, place and purpose of the special meeting at least thirty (30) days in advance. Nothing shall take place at any special meeting that does not pertain to the purpose or reason for which the special meeting was called.
(C) Quorum
(1) At any Annual or Special Membership Meeting of this Corporation, the numbers of Members present at the meeting shall constitute a quorum for the transaction of business.
(D) Annual Membership Meeting Agenda Preparation
(1) The agenda shall be prepared by the President subject to the approval of the Members at the Annual Membership Meeting.
(2) Agenda Items Include:
(a) Only resolutions concerning traditional bowhunting brought pursuant to these Bylaws, by the Board of Directors or through the resolution procedure established by the Board of Directors.
(b) The Annual Report of the Board of Directors. The Annual Report shall be made through the President of the Corporation. The Annual Report shall be a complete but concise report of the Board’s activities and actions during the prior year, including any recommendation for future action at the Annual Membership Meeting.
(c) The slate of nominees for Board of Directors.
(d) Annual reports from Committees required by their charge to make a report to the Annual Membership Meeting.
(e) Election of Members of the Board of Directors.
(f) Receipt and consideration of financial reports for the Corporation.
(g) Any proposed amendments to these Bylaws.
(E) Minutes
(1) The minutes of the Annual Membership Meeting shall be properly edited to include all actions and pertinent discussion of same and shall be presented to the Board of Directors at its next meeting for approval and following approval shall be published as prescribed by the Board of Directors.
(F) Effective Date of Annual Meeting Actions
(1) Unless otherwise provided in these Bylaws or the Annual Membership Meeting, all actions shall take effect upon adjournment.
(G) Annual Meeting Election Procedure
(1) All Directors shall be elected at the Annual Membership Meeting by secret ballot.
(2) In the event of an emergency so the Annual Membership Meeting cannot be legally held, the Board of Directors may direct the election of Directors shall be held by mail and shall prescribe procedures for qualifying voters and canvassing the election.
(3) Nominating Committee: Nominations for Officers of the Corporation and Directors for election at the Annual Membership Meeting shall be made by the Nominating Committee. The Nominating Committee shall report its slate of Nominees to the Board of Directors prior to the Annual Membership Meeting.
(4) Nominations from the floor: Nominations from the floor at the Annual Membership Meeting for all elective Officers of the Corporation and Directors will be accepted.
ARTICLE V
OFFICERS, QUALIFICATIONS, TERM, VACANCY, REMOVAL, AND LIMITATIONS
(A) Officers of the Corporation
(1) The elective officers of this Corporation shall be a President, Vice President, Recording Secretary, and a Treasurer.
(B) Qualifications for Officers of the Corporation
(1) Any person who is a Member of this Corporation shall be eligible for office in this Corporation.
(C) Duties
(1) President
(a) The President shall be the chief executive officer of the Corporation and shall have general charge of its affairs subject to the control of the Board of Directors. The President or his or her designee shall chair all meetings of the Corporation. The President shall have such other powers and duties as are incident to the office and not inconsistent with these Bylaws, or as shall be assigned by the Board of Directors.
(2) Vice President
(a) It shall be the duty of the Vice President to assist the President in the performance of his or her duties when called upon to do so by the President or the Board of Directors. In the event of a disability of the President, the Vice President shall have all the powers and perform all the duties of the President during the disability. The Vice President shall have such other powers and duties as may be assigned to them by the Board of Directors or the President.
(3) Recording Secretary
(a) The Recording Secretary shall attend all meetings of the Corporation and shall preserve the records of the Corporation. He or she shall provide all notices required pursuant to the Bylaws.
(4) Treasurer
(a) The Treasurer shall keep full and accurate account of all receipts and disbursements and deposit all money, checks and other obligation to the credits of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation only in accordance with the Articles of Incorporation, these Bylaws, and the policies established by the Board of Directors. The Treasurer shall make a complete annual statement for the past fiscal year at each Annual Membership Meeting. The Treasurer shall perform all other duties incident to the office subject to the control of the Board of Directors. The Treasurer shall make such other reports and at such times as determined by the Board of Directors.
(D) Terms
(1) The terms of elected Officers of the Corporation and Directors shall commence upon adjournment of the Annual Membership Meeting. The elective Officers of the Corporation shall hold office for the term of one year.
(2) The President shall serve not more than two (2) consecutive one-year terms.
(E) Vacancies
(1) President
(a) Vacancy: In the event of a vacancy in the office of the President, by death, resignation, removal, permanent disability, or for any other cause, the Vice President shall assume charge of and exercise the duties of that office until the successor is elected at the next Annual Membership Meeting.
(b) Disability: In the event of a disability of the President where he or she cannot perform the duties of the office, the Vice President shall act as President for the duration of the disability.
(2) Vice President
(a) Vacancies in the office of Vice President by death, resignation, removal, permanent disability, or for any other cause shall be filled by a vote of the Board of Directors at the next Board of Directors meeting following the vacancy. Those elected to fill the vacancy of Vice President shall assume charge of and exercise the duties of that office until their successors are elected at the next Annual Membership Meeting.
(3) Recording Secretary
(a) Vacancies in the office of Recording Secretary by death, resignation, removal, permanent disability, or for any other cause shall be filled by a vote of the Board of Directors at the next Board of Directors meeting following the vacancy. Those elected to fill the vacancy of Recording Secretary shall assume charge of and exercise the duties of that office until their successors are elected at the next Annual Membership Meeting.
(4) Treasurer
(a) Vacancy: In the event of a vacancy in the office of the Treasurer by death, resignation, removal, permanent disability, or for any other cause, a member of the Board of Directors at the next Board of Directors meeting following the vacancy shall assume charge of and exercise the duties of that office until the successor is elected at the next Annual Membership Meeting.
(b) Disability: In the event of a disability of the Treasurer where he or she cannot perform the duties of the office, the Vice President designated by the Board of Directors at the next Board of Directors meeting following the onset of the disability shall act as Treasurer for the duration of the disability. This provision does not replace the alternate Treasurer as set out in Article XII Financial Management of these Bylaws.
(F) Removal of Officers
(1) Elective Officers of the Corporation may be removed form their office for cause such as, but not limited to, a breach of duty of loyalty or duty of care, by a two-thirds (2/3’s) vote of the Board of Directors present at any meeting of the Board of Directors or by two0thirds (2/3’s) vote of the Membership present at any Meeting of the members.
(G) Limitations
(1) No person shall hold more than one office of the Corporation at any time except that the Secretary and the Treasurer may be the same person.
ARTICLE VIII
BOARD OF DIRECTORS
SECTION 1. Board Powers
(A) The property and lawful business of this Corporation shall be held and managed by the Board of Directors, which shall possess such powers and authority in addition to the powers and authority herein specifically prescribed, as may be necessary to complete execution of the purposes of the Corporation, limited only by the Articles of Incorporation, these Bylaws and actions of the Annual Membership Meeting relative to establishment of conservation policy.
(B) Finances of this Corporation shall be under the control of the Board of Directors except as otherwise provided in the Articles of Incorporation and these Bylaws.
(C) The Board of Directors may appoint or employ additional agents or Officers as it deems necessary, prescribing their duties and authority and providing for their compensation.
(D) The Board of Directors shall have authority to affiliate this Corporation with any other organization having like interests, aims or purposes, and may appoint delegates to such, if not elected by the Annual Membership Meeting, and provide the delegates expenses to attend the meetings of such organizations.
SECTION 2. Meetings
(A) General and Special Meetings
(1) The President or his or her designee shall chair the Board of Directors’ meetings.
(2) The Board of Directors shall hold meetings as deemed necessary. However, the Board of Directors shall hold meetings at least twice per year.
(3) Special meetings of the Board of Directors may be called by the President and shall be called on the written request any three (3) Members of the Board of Directors. The purpose of said special meetings shall be contained in the notice of the meeting.
(B) Quorum
(1) At any meeting of the Board of Directors, seven (7) Members of the Board of the Board of Directors shall constitute a quorum for the official transaction of business.
(C) Agenda
(1) The specific agenda for any meeting of the Board of Directors shall be set by the President, subject to the approval of the Board of Directors.
(D) Notice of General Board of Directors Meeting
(1) All Members of the Board of Directors shall be noticed of the time, place, and purpose of all meetings at least fifteen (15) days in advance of the meetings.
(E) Notice of Special Board of Directors Meeting
(1) Special Meeting of the Board of Directors may be called at any time by any officer or by three (3) members of the Board of Directors.
SECTION 3. Members of the Board of Directors
(A) The Members of the Board of Directors shall consist of the following:
(1) Officers of the Corporation.
(2) Directors elected by the Members at the Annual Membership Meeting.
SECTION 4. Vacancies on the Board of Directors
(A) Vacancies by death, resignation, removal, permanent disability, or for any other cause, on the Board of Directors shall be filled by election at the next meeting of the Membership following the vacancy. The person elected shall serve for the remainder of the term.
SECTION 5. Removal of Members of the Board of Directors
(A) A Member of the Board of Directors may be removed for the following:
(1) Absences: Any Member of the Board of Directors who shall be absent from two (2) consecutive meetings of the Board of Directors, unless permission to do so has been granted by the Board of Directors, or unless at the next meeting he or she shall present an excuse satisfactory to the Board of Directors shall cease to be a Member of the Board of Directors and the Board of Directors shall declare the office vacant.
(2) For cause: Any Member of the Board of Directors may be removed from the Board of Directors for cause, such as, a breach of the duty of loyalty or the duty of care by a two-thirds vote of the voting Members present at any meeting of the Members.
(3) Removal procedures: Removal of any Member of the Board of Directors shall be pursuant to the procedures established by the Board of Directors.
ARTICLE XI
COMMITTEES
SECTION 1. Creation
(A) The Board of Directors, by resolution adopted by a vote of a majority of the Members of the Board of Directors, shall establish, as Standing Committees, the committees specifically referenced in these Bylaws according to the criteria set out in this Article.
(B) The Board of Directors, by resolution adopted by a vote of a majority of the Members of the Board of Directors, may designate one or more committees, standing or otherwise, each committee consisting of one or more Directors.
(C) The Board of Directors, by resolution adopted by a vote of a majority of the Members of the Board of Directors, may designate one or more committees, standing or otherwise, each committee consisting of one or more Members or one or more Directors or any combination of Members and Directors.
(D) Subject to the specific governing documents of the committee, the Board of Directors may also designate one or more Directors as alternate committee members who may replace an absent or disqualified member at a committee meeting. Also, subject to the specific governing documents of the committee, if a committee member is absent or disqualified from voting, then members present at a meeting who are not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint an alternate member to act at the committee meeting in place of the absent or disqualified member.
(E) The Board of Directors, by resolution, adopted by a vote of a majority of the Members of the Board of Directors, shall specifically establish, among other committee guidelines, the charge, purpose, power, and procedures of the committees as well as the qualifications for committee members for all such committees.
(F) Except for the committees specifically referenced in these Bylaws, the committees designated by the Board of Directors shall serve at the pleasure of the Board of Directors. All committee members shall serve at the pleasure of the Board of Directors.
SECTION 2. General Committee Powers
(A) To the extent provided by resolution of the Board of Directors, a committee designated by the Board of Directors may exercise any power of the Board of Directors in managing the Corporation’s business and affairs. However, no committee shall have the power to:
(1) Amend the Articles of Incorporation;
(2) Adopt an agreement of merger or consolidation;
(3) Amend the Bylaws of the Corporation;
(4) Fill vacancies on the Board;
(5) Fix compensation of the Directors for serving on the Board or on a committee;
(6) Recommend to the Members the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets;
(7) Recommend to the Members a dissolution of the Corporation or a revocation of a dissolution; or
(8) Terminate Memberships.
ARTICLE XII
FINANCIAL MANAGEMENT
SECTION 1. Dues
(A) Annual dues of the Corporation shall be established by the Board of Directors.
(B) Dues shall be paid in such manner and at such times as determined by the Board of Director.
SECTION 2. Use of Corporate Funds
(A) All funds and assets of the Corporation shall be used only for purposes that are consistent with the purposes of the Corporation, and for the actual administrative expenses in conducting the affairs of the Corporation, under the direction and with the approval of the Board of Directors. The Board of Directors may purchase land, buildings, and equipment whenever the general interests of the Corporation require the same.
(B) Checks for five hundred ($500.00) dollars or less may be signed by the Treasurer. All other checks shall be signed by the Treasurer and the President.
(C) The Board of Directors shall designate alternates among the elective Officers of the Corporation to act in lieu of either the Treasurer or the President or both if either or both is unable or fails to carry out the functions of this section.
SECTION 3. Budget
(A) A proposed budget covering anticipated revenue and proposed expenditures for the next fiscal year shall be developed by the Treasurer and President for consideration by the Board of Directors prior to the beginning of the fiscal year.
(B) Adjustments in line items as necessitated by unexpected expense or revenue curtailment shall be approved by the Board of Directors except that the President may authorize expenditures of any emergency nature to protect assets of the Corporation.
SECTION 4. Conflict of Interest
(A) No elected Officer or Director of this Corporation or firm in which the Officer or Director of this Corporation has an interest shall receive any form of compensation for services rendered to this Corporation, including employment by this Corporation, during the Officer’s or Director’s term in office and one year thereafter, except that after full disclosure of his or her interest by the interested Officer or Director of this Corporation to, and approval by two-thirds (2/3’s) vote of, disinterested Members of this Corporation’s Board of Directors, compensation may occur. Also, the interested Officer or Director of this Corporation shall abstain from any vote by any committee of which he or she is a member if such committee vote has any bearing on selection of services or employees of the Corporation.
SECTION 5. Payment of Accounts
(A) No bills or accounts against the Corporation shall be paid until approval of the Board of Directors has been granted unless covered by the annual budget approved by the Board of Directors. All accounts shall be paid when due and management of cash flow to achieve this shall be a joint responsibility of the Board of Directors and Officers in their respective functions.
SECTION 6. Borrowing Power
(A) The Board of Directors may, whenever the general interests of the Corporation require the same, borrow money and issue its promissory note or bond for the repayment thereof with interest and may, in like case, mortgage its property as security for its debts or other lawful engagements.
SECTION 7. Fiscal Year
(A) The fiscal year of the Corporation shall be from September 1st to August 31stnext.
SECTION 8. Audit
(A) The financial accounts of this Corporation shall be subjected to a full audit whenever the Board of Directors shall so determine.
SECTION 9. Surety Bonds
(A) Surety bonds in the amounts determined by the Board of Directors and covering staff and elective Officers of the Corporation as designated by the Board of Directors shall be financed as a budgeted item by the Corporation.
ARTICLE XIII
AMENDMENTS AND GENERAL PROVISIONS
SECTION 1. Amendments
(A) These Bylaws may be amended at any Annual Membership Meeting by a two-thirds (2/3’s) vote of the Members present and entitled to vote. Amendments may be proposed only by a Member or the Board of Directors. All proposed amendments should be referred to the Bylaws Committee thirty (30) days prior to the Annual Membership Meeting. The Bylaws Committee may make changes and/or additions to the proposed amendments and shall report the proposed amendments with its recommendations to the Annual Membership Meeting. The purpose of all proposed amendments shall be included in the notice of the Annual Membership Meeting.
(B) Further, all proposed amendments may be amended upon motion from the floor of the Annual Membership Meeting, in which case any proposed amendment as amended shall be re-referred to the Bylaws Committee which shall make such alterations as it deems necessary and suggest such changes in other parts of these Bylaws necessitated by the proposed amendment as amended. The committee shall report back with recommendations to the Annual Membership Meeting for final consideration with said amendments worded exactly as they would appear in the Bylaws if adopted.
SECTION 2. Interpretation of the Bylaws
(A) If any question shall arise relative to the interpretation of these Bylaws, the Board of Directors shall decide after the matter has been referred to the Bylaws Committee for study and recommendation. The Board of Directors shall submit all questions in writing, signed by the President, to the Bylaws Committee. Any Member aggrieved by the decision of the Board of Directors may appeal at the next Annual Membership Meeting.
SECTION 3. Parliamentary Guide
(A) Robert’s Rules of Order shall govern the Corporation in all cases to which they are applicable, and in which they are not inc