Constitution

Michigan Archival Association Constitution (revised 2003)

Constitution (revised 2003)

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 non-profit 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 with the preservation and administration of archival and manuscript research.

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 individuals 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, a treasurer and a conference coordinator.

2. Executive Board: The executive board shall consist of the officers and six (6) additional members.

3. 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. Authority: 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.

V. 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 the 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. The conference coordinator shall serve for a two year term of office.

f. At the time of their election, no more than two officers and no members of the six (6) additional members shall come from the executive board or no more than one officer and one member of the six (6) additional members of the executive board shall come from the same institution.

g. All terms of office shall begin at the end of the annual meeting and run through the next annual meeting.

h. The six (6) additional members of the executive board shall serve three-year terms of office.

6. 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 and the person designated shall hold the position until the next annual meeting at which time there shall be a special election to complete 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 if for the remainder of the unexpired term and for his/her own complete term as president.

7. 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 officer’s of board member’s fiduciary duty arising under applicable law. However, this article shall not eliminate or limit the liability of a board member for any of the following:

1. A breach of the board member’s duty of loyalty to the Association or its members.

2. Acts or omissions not in good faith or that involve intentional misconduct or knowing violation of the law.

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

4. A transaction by the board member derived an improper personal benefit.

5. An act or omission occurring before January 1, 1988.

6. An act or omission that is grossly negligent.

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 7. 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 board members or any of the Association existing at the time of any acts or omission occurring before such repeal or modification.

8. Liability:

a. The Association assumes all liability to any person, other than the association or its members, for all acts or omission of a board member occurring on or after January 1, 1998. 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, section7, and the Association or its member shall not be precluded by article IV, section 7, from bringing or maintaining a claim against a board member to the extent not consistent with the preceding article IV, section 7.

b. Any repeal or modification of this article IV, section 8, by the members of the Association shall not adversely affect any right or protection of any member of the Association existing at the time of any acts or omissions occurring before such repeal or modification.

VI. 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 and may be changed by a majority vote of the members present.

3. An up-to-date copy of the bylaws shall be available to any member upon request to the secretary.

VII. 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 designated as the Association archivist. The archivist shall be responsible for the collection of Association material.

VIII. Amendments.

1. Amendments to this constitution must be proposed in writing by at least ten (10) members and filed with the secretary sixty (60) days in advance of the annual meeting.

2. Copies of the proposed amendments shall be mailed by the secretary to all members at least thirty (30) days in advance of the annual business meeting.

IX. Dissolution.

1. Dissolution of the Association shall occur only by vote of the membership following the procedures for amendments in article VIII, 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.

X. Implementation.

Upon the adoption of the amendment to the constitution creating the position of conference coordinator as an officer on the executive board of the Michigan Archival Association at that time the next order of business at that business meeting will be the acceptance of nominations from the floor and election of a conference coordinator. After elections of the first conference coordinator, subsequent nominations and elections for this office will be conducted in the same manner as nominations and elections for the office of secretary and treasurer.

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