Bylaws

I. Duties of Officers and Members-at-Large 

  1. President

a. The president of the Association shall direct and coordinate the affairs of the Association. The president presides at all meetings of the Association and of the executive board, and shall perform such duties as may be directed by the executive board.

b. The president shall perform those duties customarily associated with the position and as enumerated in the parliamentary authority except when defined otherwise in the bylaws.

c. The president shall nominate the members and chairpersons of standing and special committees. Nominations shall be subject to the approval of the executive board.

d. The president shall nominate a member to the position of editor of the Association’s newsletter. Nomination shall be subject to the approval of the executive board.

e. The president may appoint a parliamentarian to rule on any parliamentary issues that arise either at the Association's annual business meeting or meeting of the executive board.

f. The president shall call at least two (2) meetings of the executive board yearly.

g. The president shall prepare and submit an annual report on their activities and the state of the Association during their term in office. The report shall be presented to the membership at the annual meeting of the Association.

  2. Vice-President/President-Elect

a. The vice-president/president-elect shall perform the duties of the president in case there is a vacancy in the office, or the president is absent or incapacitated. In case of vacancy, the vice-president/president-elect shall take office and hold it for the remainder of the term.

b. The vice-president/president-elect shall perform those duties customarily associated with the position and as enumerated in the parliamentary authority, except when defined otherwise in these bylaws.

c. The vice-president/president-elect shall serve as the liaison between the board and all committees, as needed.

  3. Secretary 

a. The secretary shall keep the minutes of the Association and executive board meetings and shall make available upon request copies of board minutes and the Association's constitution and bylaws.

b. The secretary shall receive proposed amendments to the constitution and/or bylaws and distribute them to the membership as required by the constitution, section VII.

c. The secretary shall serve as the Association archivist. The secretary may delegate this duty to another Association member in good standing, upon approval of the board.

  4. Treasurer 

a. The treasurer shall have custody of all money belonging to the Association and shall expend Association funds only upon the authority of the executive board. 

b. The treasurer shall keep accurate, up-to-date accounting of Association revenues and expenditures, and report on the financial condition of the Association at the executive board meetings and the annual conference. 

c. The treasurer shall make the Association's financial records available for annual audit to be conducted by an audit committee. The treasurer shall make the records available at a time and place selected by the audit committee chair. 

d. The treasurer shall ensure that up-to-date membership information is being maintained. The treasurer may delegate this duty to another Association member in good standing, upon approval of the board.

  5. Members-at-Large 

a. Members-at-large shall serve the Association as representatives of the general membership and shall assume those duties usually associated with such positions and enumerated in the parliamentary authority except when defined otherwise by these bylaws.

b. Members-at-large shall be assigned duties as directed by the president. 

II. Nomination and Election of Officers and Members-at-Large 

  1. The president shall nominate, and the executive board shall approve, a nominating committee of three      members. No more than one member of the committee may be a member of the executive board. 

  2. The committee's recommended nominees for vice-president/president-elect, secretary, treasurer, and        members-at-large shall be made available at least two weeks before the annual meeting. 

  3. Elections will take place at the annual meeting of the Association. 

  4. Additional nominations may be made by the membership through a petition signed by at least ten (10)      members and received by the secretary at least two hours before the annual business meeting.  

a. The nominating committee's candidates shall take precedence over nomination by petition if the election of petition nominees would cause more than two (2) board members to come from the same facility. (See constitution article IV, section 4f).

b. The secretary shall refer any nomination petitions received prior to the annual business meeting to the chairperson of the nominating committee.  

  5. Elections will be conducted by the chairperson of the nominating committee. If that person is not                available, a member of the executive board who is not up for re-election shall conduct the election.

  6. Executive board members shall be elected by a majority of votes cast from the membership present at      the annual meeting.  

  7. The vice-president/president-elect shall be elected in even numbered years. The secretary, and                  treasurer shall be elected in odd numbered years.  

  8. Members-at- large (six) shall be elected for staggered terms. Two shall be elected each year, each for        three-year terms. Mid-term vacancies shall be filled according to constitutional procedure presented in            article IV, section 5.

III. Membership 

  1. The Association membership year shall begin on the date of membership registration and run through        one calendar year. 

  2. Association membership will be entitled to receive any benefits or publications offered within the terms      of the Association's membership year.  

IV. Committees 

 1. Standing committees of the Association shall be comprised of at least (3) members, including the   chairperson, and shall be nominated by the president and shall be approved by the executive board.   Standing committees of the Association shall consist of:

a. Annual Meeting Committee, which shall be responsible for planning and conducting the Association's meetings, with the support of the Conference Coordinator Committee and relevant sub-committees. The Annual Meeting Committee shall be responsible for scouting a conference city, recommending a venue for the conference, working with the president to firm up contracts for the conference venue, recruiting local arrangements personnel and programming planning personnel (conference committee members may also serve on subcommittees if their time allows), working with local arrangements to support hotel block planning and conference tours/excursions, working to support the program committee as they develop the program, and guiding overall planning for the annual meeting. The commitment for the committee would be two years, with lesser work requirements two years out and more work leading up to the annual conference.

b. Audit Committee, which shall be responsible for annually auditing the financial records of the Association. The audit committee shall be composed of two members of the executive board, chosen by the board, and one member of the Association, appointed by the president, who shall chair the committee. 

c. Nominating Committee, which shall be responsible for developing a slate of candidates of members in good standing for elections as outlined in section II above.  

  2. Ad hoc committees of the Association shall be composed of at least three (3) members, including the          chairperson, and shall be nominated by the president and approved by the executive board.  

V. Parliamentary Procedure 

  1. Robert's Rules of Order shall govern the proceedings of the Association except as otherwise provided for    in the bylaws or constitution of the Association.  

  2. The Association shall obtain and make available at the annual meeting a copy of Robert’s Rules of Order.  

VI. Abandonment of Board Position

  1. The president is empowered with administrative duties if a board member abandons their board                position. Abandonment of a board member position is defined as:

a. Board member does not communicate with other board members, committee chair and/or committee members for a period of 4 continuous weeks without explanation.

b. Board member does not attend half of regularly scheduled board meetings without explanation.

c. Board member does not fulfill assigned duties and/or responsibilities of their position without explanation.

  2. When abandonment of a board position occurs:

a. The committee chair, committee members and/or board members will contact the president about possible board member abandonment.

b. The president will connect with the board member, in writing, and inform them that possible abandonment of their position may have occurred and inform the board member they have 7 calendar days to respond.

c. On the 8th calendar day, the president will provide a report, either verbal or written, to the board.

d. On the 8th calendar day, the president shall issue a call for a special board meeting to provide their recommendations for action/s.

e. If needed, the president can assign another board member on an interim basis to the abandoned position until it is filled.

f. At the special meeting, the board shall hold a vote on action/s with a simple majority vote. If a board member is removed, the president shall nominate another person for the position. The board shall hold a vote to approve nomination.

g. The day after the board vote, the president will send notice to the removed board member of the action(s) taken by the board.

Revised 2024


Constitution

I. Name

The name of this organization shall be the Michigan Archival Association, herein after referred to as the Association. The Association is incorporated as a nonprofit organization under the laws of the state of Michigan.

II. Purposes

The Association is established to:

  1. Promote the preservation, use, and appreciation of archival and manuscript materials in Michigan.
  2. Encourage cooperation and exchange of information among individuals and institutions with archival and manuscript materials.
  3. Foster standards of professional competence in archival principles and procedures for those individuals who are involved in the administration of archival facilities, and the use or preservation of archival materials.
  4. Disseminate information on research materials and archival methodology.
  5. Cooperate with local, state, regional, national, and international organizations to further professional objectives.
  6. Cooperate with individual professional organizations and institutions in matters of concern and mutual interest.
  7. Promote education of individuals, professional organizations, and the public on archival issues.

III. Membership

  1. Membership shall be open to any person, organization, or institution who engages in, is interested in, or wishes to support the purposes of the Association and who paid all current dues assessed by the Association.
  2. Categories of membership, the schedule of membership dues, and the membership year shall be determined by the Executive Board and submitted for approval by a majority vote of the members present at the annual business meeting of the Association.
  3. Voting privileges shall be held by any individual member who has paid all current dues, regardless of place of residence.

IV. Officers and Government

  1. Officers: The officers of the Association shall be a president, a vice president/president elect, a secretary, and a treasurer.
  2. Executive Board: The executive board shall consist of the officers and six (6) members-at-large.
  3. Authority and Decisions: The executive board shall be empowered to conduct, within the general policies approved by a majority of the membership of the Association, all business between annual meetings.
  4. Terms of Office:

a. The president shall serve for a two-year term. No individual shall serve two consecutive terms as president.

b. The vice-president/president elect shall serve for a two-year term of office. The vice-president shall become president upon the completion of the vice-presidential term of office.

c. The secretary shall serve for a two-year term of office.

d. The treasurer shall serve for a two-year term of office.

e. At the time of the election, no more than two members of the executive board shall come from the same facility.

f. All terms of office shall begin at the end of the annual meeting in which they were elected and run through the annual meeting in the year their term is completed.

g. The six (6) members-at-large of the executive board shall each serve three-year terms of office.

h. A board member who resigns from office for any reason must submit the resignation in writing to the board. The resignation is effective upon receipt.

  5. Vacancy

a. If a vacancy should occur in any of the offices except president, the office may be filled by a majority vote of the executive board. The person designated shall hold the position until the next annual meeting, at which time, there shall be a special election to confirm the designee for the remainder of the unexpired term.

b. In the case of a vacancy of the presidency, the vice-president shall assume that office and hold it for the remainder of the unexpired term and for his/her own complete term as president.

 6. Financial Responsibility

a. A board member of the Association shall not be personally liable to the Association or its members for monetary damages for a breach of the board member's fiduciary duty arising under applicable law.

b. A board member of the Association shall only be personally liable for monetary damages for a breach of fiduciary duty as a board member to the Association or its members to the extent set forth in this article IV, section 6. However, this article shall not eliminate or limit the liability of a board member for any of the following:

i. A breach of the board member's duty of loyalty to the Association or its members.

ii. Acts or omissions not in good faith, or that involves intentional misconduct or knowing violation of the law.

iii. A violation of Section 551 (1) of the Michigan Nonprofit Corporation Act.

iv. A transaction by the board member deriving an improper personal benefit.

v. An act or omission that is grossly negligent.

c. Any repeal or modification of this article IV, section 6 by the members of the Association shall not adversely affect any right or protection of any board members or any member of the Association existing at the time of any acts or omission occurring before such repeal or modification.

 7. Liability

a. The Association assumes all liability to any person, other than the Association or its members, for all acts or omissions of a board member incurred in the good faith performance of the board member's duties as such. Notwithstanding the foregoing, a board member shall be personally liable to the Association or its members for a breach of fiduciary duty as a board member to the extent set forth in the preceding article IV, section 6, and the Association or its member shall not be precluded by article IV, section 6, from bringing or maintaining a claim against a board member to the extent not consistent with the preceding article IV, section 6.

b. Any repeal or modification of this article IV, section 7, by the members of the Association shall not adversely affect any right or protection of any member of such repeal or modification.

V. Bylaws

  1. The Association is authorized and directed to prepare, adopt, or amend any such bylaws as may be desirable to carry out the administrative practice of the Association.
  2. Any part of the bylaws shall be subject to review by the membership at any business meeting of the Association.
  3. Request for changes to the bylaws shall be voted on by the full membership at the annual business meeting. Proposed changes must be submitted by a member to the secretary at least one month in advance of the annual meeting.
  4. Copies of the proposed changes shall be distributed to the membership by the secretary at least two weeks in advance of the annual business meeting.
  5. An up-to-date copy of the bylaws shall be available on the Association’s website or upon request to the secretary.

VI. Records

  1. The executive board shall establish appropriate procedures for the management of the records of the Association. These shall include the establishment of an Association archives.
  2. The secretary shall be serve as the Association archivist. The archivist shall be responsible for the collection of Association material. The secretary may delegate this duty to another member in good standing, upon approval of the board.
  3. All members of the executive board shall relinquish any official documentation concerning MAA business to the Association’s president upon leaving the board. The president will transfer said documentation, as appropriate, to the Association archivist.

VII. Amendments

  1. Amendments to this constitution must be proposed in writing by at least ten (10) members and filed with the secretary at least one month in advance of the annual meeting.
  2. Copies of the proposed amendments shall be distributed to the membership by the secretary at least two weeks in advance of the annual business meeting.

VIII. Dissolution

  1. Dissolution of the Association shall occur only by vote of the membership following the procedures for amendments in article VII, sections 1 and 2 above. A 2/3 majority of those members present and voting at the annual business meeting is required for dissolution. In the event of the dissolution of the Association, its property, funds, and other assets shall pass to whatever agency or agencies may be designated by a majority vote of the executive board at the time of dissolution.

Revised 2024

"Michigan Archival Association" is a 501(c)6 non-profit organization.

Powered by Wild Apricot Membership Software