ARTICLE I – MEMBERSHIP

Section 1. Membership in the Michigan Archaeological Society. Membership shall be an individual or a joint membership with a spouse at an annual fee to be determined by the Executive Board and affirmed by a majority vote of the membership at the annual meeting as required by Article V, Section 2. Dues shall be forwarded to the Society Treasurer and the Society Treasurer shall forward an amount of those dues, to be determined by the Executive board, to the appropriate Chapter as indicated by the member. If no Chapter membership is desired, the full fee shall be retained in the Society treasury. Chapters may collect more than their percentage of the annual fee for Chapter fees. One (1) yearly subscription to the Michigan Archaeologist shall be issued for each membership. Each membership is entitled to one (1) vote.

Section 2. Suspension of members for non-payment of dues. Any member who shall be more than one month in arrears in the payment of dues shall be automatically dropped from membership.

Section 3. Institutional or individual Michigan Archaeologist subscriptions. An institution or individual may subscribe to the Michigan Archaeologist publication without membership in the Michigan Archaeological Society for an annual fee to be determined by the Executive Board and will be entitled to receive the publication. Foreign (non-USA) subscriptions will be charged additional monies to cover mailing expenses.

ARTICLE II – DUTIES OF OFFICERS

Section 1. The President, or in his/her absence, a vice-president, or in the latter’s absence chairman pro tempore elected by a plurality of the members present, shall preside at all meetings of the Society and of the Executive Board, and shall exercise the customary authority of this office. The President shall appoint all committees of the parent Society and of the Executive Board. He/she shall have a vote on all matters. He/she may call special meetings according to the provisions of the Constitution and By-Laws.

Section 2. The Vice-Presidents shall have the duties defined in Section I of Article II in the absence of the President. The Vice Presidents shall vote as individuals in any meetings of the Society and of the Executive Board

Section 3. The Secretary shall keep a record of the proceedings of the Society, and of the Executive Board. He/she shall take charge of all papers, documents, field records, maps, photographic prints, documents and negatives, etc., belonging to the parent Society. He/she shall bring before the Executive Board matters requiring its attention. He/she shall maintain a list of the members of the various classes of membership in the Society, and of the Executive Board. He/she shall maintain current lists of the names and addresses of all officers, Executive Board members, members of the appointed committees, and presidents of the chapters, and shall register them with the president of the chapters. In the absence of the Secretary from any meeting of the Society or the Executive Board, a secretary pro tempore shall be appointed by the officer presiding at the meeting.

Section 4. The Treasurer shall have charge of all monies of the parent Society, and shall receive all monies accruing to the parent Society from whatever source. He/she shall deposit or invest these monies only in the manner prescribed by these By-Laws and by the Executive Board. He/she shall keep the accounts of the parent Society in books and records, which shall be at all times open to the inspection of the Executive Board and the Finance Committee. He/she shall pay all bills against the parent Society and report to the Executive Board. He/she shall provide each chapter with a list of their membership and provide regular updates in accordance with the provisions set forth in Section 2 of Article I of these By-Laws. He/she shall report to the Society at its annual meeting or when otherwise ordered by the executive Board, the conditions of the finances of the Society and the receipts and expenditures for the entire year or portion thereof.

ARTICLE III – STANDING COMMITTEES

Section I. The following committees may be appointed by the President: Program Committee, Committee on Chapters and Membership, Finance and Budget Committee, and Archives Committee, to each of which, in the intervals between meetings of the Executive Board, matters pertaining to these several subjects may be referred. Their action shall always be subject to review, revision, and reversal by the Executive Board. The chairpersons of all committees, if not members of the Executive Board, may be invited by the presiding officer to attend any meeting of the Executive Board in an advisory capacity.

Section 2. The duties of the committees may include the following.

Program Committee: It shall have the duty of formulating the lecture program of the Society, and may initiate programs for research, educational display and other matters intended to acquaint other scientific organization and the general public with the facts and requirements of Michigan archaeology.
Committee on Chapters and Membership: It shall have the duty of advising chapters on ways and means of organization, or promoting useful programs, of increasing and stimulating membership, of methods for resolving internal difficulties. It may make recommendations to the Society on all matters pertaining to chapters and the membership of chapters and the Society.
Finance and Budget Committee: It shall recommend to the Executive Board an annual budget and the method of depositing and of investing all monies of the parent Society. It may not recommend the investment of monies in securities not approved for trust fund purposes by the State of Michigan. It shall annually audit the accounts of the Society.
Archives Committee: It shall be the duty of the Archives Committee to collect and preserve historical and prehistoric data, arrange same and present same to the Society.

ARTICLE IV – PUBLICATIONS AND EDITORIAL BOARD

Section 1. The Society shall publish a semi-annual archaeological periodical; and may publish such other scientific reports as the Executive Board, from time to time, may approve. Administrative bulletins may be issued at Society expense at the discretion and under the supervision of the President of the parent Society to the extent of funds budgeted to the same.

Section 2. The Executive Board shall annually designate an Editorial Board to supervise the content and publication of the official organ of the Society and in general to carry out the policies of the Executive Board pertaining thereto. Members of the Editorial Board shall be ex officio members of the Executive Board.

ARTICLE V –AMENDMENTS OF BY-LAWS:

Section I. With the exception of “Article I – Membership”, proposed amendments to these by-laws must be submitted in writing at an annual meeting of the Society. There are two methods by which amendments may be presented for vote to the membership:

After presentation at an annual meeting, the proposed amendment to the by-laws may be tabled until the next annual meeting. A majority vote of the membership present and voting at such a second annual meeting shall be required to amend these by-laws.
These by-laws may also be amended by mail vote upon fulfilling all of the following

1. Submission to and discussion at an annual meeting of the parent Society.

2. Review by the Executive Board at a duly-called meeting and approval, in such form as the Executive Board may chose to recommend, by a four-fifths affirmative vote of the members of the Executive Board present and voting, followed by

3. Submission to the voting membership not less than sixty (60) days following the aforesaid annual meeting of the Society by mail, and

4. Affirmative majority vote of the membership voting by mail.

Section 2. “Article I – Membership”, may be amended at any annual meeting by a majority vote of the membership present and voting at such meeting, but only as recommended by the Executive Board after review and approval at a duly called meeting of the Executive Board by a four-fifths affirmative vote of the members present and voting.

ARTICLE VI – MISCELLANEOUS

Section 1. Indemnification. This Corporation shall indemnify and reimburse any person for expenses actually incurred by him/her, and liabilities imposed upon him/her, in connection with or arising out of any claim, action, proceeding, or suit, civil or criminal, administrative, or investigative, and whether formal or informal, or any threat thereof, in which he/she may be involved by reason of his/her being or having been a trustee, director, or officer of this Corporation, or by reason of service to any other corporation, firm, or organization, whether of profit or not for profit, which he/she served as director, officer, partner or trustee at the request of this Corporation. Such indemnification and reimbursement shall be to the maximum extent permitted by, and in accordance with, the relevant provisions of the Michigan Non-Profit Corporation Act. The right of indemnification herein provided shall apply whether or not such person indemnified is serving in such capacity at the time such costs, expenses, or liabilities are incurred or imposed. Neither this Corporation nor its trustees, directors, or officers shall be liable to anyone for any determination of such trustees, directors, or officers as to the existence or absence of conduct which would provide a basis for making or refusing to make any payment hereunder or for taking or omitting to take any other action hereunder, in reliance up the advise of counsel. A court of competent jurisdiction may make a determination as to the right of a person to indemnification and reimbursement hereunder in any specific case upon the application of such person, despite the failure or refusal of the trustees, directors, or members to make provision therefore. The foregoing right of indemnification and reimbursement shall not be exclusive of other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of his/her heirs and personal representatives. The right of indemnification herein provided shall be applicable only to the extent that such liabilities, expenses, and costs are not otherwise covered by or through collectible policies of insurance which may be carried by or for the benefit of such person, or this Corporation, or any other corporation or organization.