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Adopted May 1994
Revisions: October 10, 1997, April 22, 2002 and
November 5, 2007
ARTICLE I/ NAME
The name of the organization shall be the "Federation of
Metal Detector and Archaeological Clubs, Incorporated."
It was founded in March of 1984 and incorporated in the
State of Delaware in January of 1985.
ARTICLE II/ PURPOSE
1. To unite, promote, preserve and encourage metal detecting,
archaeological, prospecting clubs
and individuals in remote areas not associated with a
club.
2. To
establish an understanding of the significant relationship between metal
detecting and archaeological research.
3. The
dissemination of technical, educational and social information relating
to metal detecting, and historical or archaeological discoveries.
4. The
printing and publishing of documents, books, magazines, newspapers,
newsletters and pamphlets necessary or incidental to any of the above
purposes. No part of the assets or income of the organization shall
inure to the benefit of or be distributable to the members, the
officers, or any of them, or to other private persons, except that the
organization shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth herein.
ARTICLE III/ ADDRESS
The principle office of the organization shall be maintained at the
address of the presiding President.
ARTICLE IV/ MEMBERSHIP
Section A
Types
of memberships shall consist of Active, Life and Honorary.
1.
ACTIVE membership requires the member club or individual member be
ongoing, viable and faithful to the Federation's Code of Ethics.
2.
LIFE membership is offered to those individuals who donate and
contribute sufficiently, and in an extraordinary fashion, to the
organization, as determined by the Board of Directors.
3.
HONORARY membership may be conferred upon an individual provided he/she
is exemplary in his/her dedication, and giving of his/her talents to
promote the goals that the organization offers and strives to achieve.
He/she shall be chosen by the Board of Directors for the recognition of
such endeavors.
Section B
1.
Membership is open to established and structured metal detecting,
archaeological and prospecting clubs that promote electronic metal
detection and to individuals through the PIDC (Preservation of
Independent Detectorists Club).
2.
Each member club shall designate one (1) of its duly qualified members
as delegate.
This delegate will be responsible for communicating with
the Membership Chairman in providing name, street address, city / state,
Zip Code and email for each member of their respective club. It will be
this delegate’s responsibility to update as necessary. The delegate and
Independent member will provide a completed application to the FMDAC
annually to the National Treasurer.
3. Each member club shall abide by the Code of Ethics
and Bylaws as set forth by the Federation. Each member
club and Independent members shall participate in
elections, meetings and any matters deemed necessary by
the Board of Directors.
4.
Each club and Independent members shall have read and agreed to abide by
the "Act of Refinement" accepted by the National Board of Directors
pertaining to so deemed national "alerts" communicated to the FMDAC
membership.
Section C
1. Any
member in good standing has the right to petition a grievance, change in
by-laws or organizational policy to the Board of Directors with a
two-thirds (majority) signature of his/her member club and concurrent
notification of club president and chapter president.
2. The
Board of Directors must respond in writing pro or con, giving a plan or
time frame for action within 30 days of a duly convened Board of
Directors meeting.
ARTICLE V/ DUES
1.
Annual dues for clubs and individuals shall be determined by the Board
of Directors.
2.
Annual club dues shall be included with the application of membership to
the Federation.
3.
Annual club dues shall be payable to the FMDAC and sent to the National
Treasurer. Annual club dues shall be paid not later than March 31st of
each year, with exception to new members joining their individual local
clubs, whereupon the member club shall make up the difference of dues
owed the Federation no later than September 30th. Individual member dues
will be pro-rated quarterly.
4.
Annual dues shall be applied to each year beginning with January 1 and
ending with December 31 of each year.
5. New
memberships applied for and accepted in the last three (3) months of the
year shall not be penalized by again paying dues for the following year.
6. A
club or individual that resigns in writing (dues not in arrears) may
reapply for membership.
7.
A member club that has not paid their current dues by June 30 of that
year will be dropped from the membership after notification by mail.
8.
A member club that has been dropped may be reinstated by payment of
dues.
ARTICLE VI/ ELECTED FEDERATION OFFICERS AND BOARD OF DIRECTORS
Section A
1. The
officers of the "Federation of Metal Detector and Archaeological Clubs
Incorporated” shall consist of a President, Vice President, Secretary
and Treasurer.
2. The
President may call a meeting at his/her discretion.
3. All
officers shall be elected for a term of two years.
a).
The National President, Vice President, Secretary and Treasurer shall be
bonded.
b).
All National Officers and members of the Board of Directors shall have
read, understood and must adhere to the "Code of Conduct."
4. All
officers shall be members of this organization in good standing or shall
forfeit their office.
5.
Outgoing President shall remain on the Board of Directors for a period
of one year.
Section B
1.
Incapacity: "Incapacity" includes but is not limited to the frequent
failure to attend duly called meetings without valid reasons,
dereliction of office, malfeasance of office, violation of FMDAC deemed
"Code of Conduct", or inability to carry out official duties.
2.
Succession: In the event of the resignation or incapacity of an officer,
the Board of Directors will be responsible for satisfying the vacancy.
In the event of the resignation or other incapacity of the President all
power of office of the President shall succeed in order from President
to Vice-President to Secretary, then Treasurer, so the natural business
of Federation can be transacted. If the succession clause must be
invoked and the Board of Directors deems it necessary, new elections
shall be held as designated by the Board of Directors. The succession
appointment is to be completed at the next
duly held meeting not to exceed 60 days.
3.
Propriety: Each outgoing slate of officers shall leave in the Treasury a
sum equal to or greater than the unpaid bills or obligations for which
the administration is responsible.
Section C
1. The
Board shall enforce and adhere to the rules contained in Roberts Rules
of Order, Bantam Book Edition, November 1986, ISBN 0-553-22598-7, and it
shall govern the Federation in all cases to which they are applicable,
and in which they are not inconsistent with the rules of order (or
Bylaws) of the Federation.
Section D
1. The
Board of Directors shall consist of not more than sixteen (16) persons
to include the four (4) elected National officers, the seven (7) elected
Chapter Presidents,
(1)
representative
of the manufacturers and publishers, and non voting board member liaison
officers; the Alliance Liaison officer, membership chairperson(s) and
the Website Manager. Non voting board members may attend
board meetings and participate in discussions before the board.
2. The
Board of Directors provides the leadership and direct policy for the
business of the Federation.
3. The
Board of Directors shall have the authority to amend the bylaws and/or
change procedure as long as such by-laws, amendments and procedural
changes satisfy IRS regulations and/or comply with other Federal
Statutes.
4.
Neither the FMDAC Board nor any Chapter nor any club nor any individual
may endorse, promote or denigrate any product in the name of the FMDAC
(Federation).
ARTICLE VII/ DUTIES OF OFFICERS
THE
PRESIDENT SHALL:
1.
Preside at meetings.
2. Be
an ex-officio member of all committees unless otherwise provided, with
the exception of the election committee.
3.
Establish and abolish temporary committees.
4. Nominate officers (with
the approval of the Board of Directors) in the event of a vacancy and
shall declare such a vacancy on a National Level, if the officers in
line of succession, do not, or cannot fill the vacancy.
5.
Represent the Federation to the general public and shall perform all the
necessary duties incidental to the office of the President.
6. The
President shall be responsible to the Board of Directors for
performance
reviews
of the elected officers in carrying out the policies and mandates of the
Board of Directors.
7. The
President shall be an authorized signer on the national accounts.
THE
VICE PRESIDENT SHALL:
1.
Assume and perform the duties of the President in his/her absence.
2.
Arrange the publicity for events and projects of the organization.
3.
Operate in conjunction with the Treasurer on any fund raising project.
4.
Perform all duties incidental & necessary to aid the President in
governing the Federation.
5. Act
as Liaison Officer to all Chapters.
THE
SECRETARY SHALL:
1. Be
responsible for all correspondence.
2.
Keep an accurate record of the resolutions and business transacted at
all meetings.
3.
Sign all approved contracts for the Federation.
4.
Take
minutes of all meetings and distribute to all Board members in a timely
manner.
5. The secretary shall be an authorized signer on the
national accounts.
THE
TREASURER SHALL:
1.
Receive and disburse all moneys belonging to the Federation.
2.
Keep an accurate account of all finances and report the state of the
Treasury monthly and annually in writing.
3.
Keep restricted funds of the Federation in separate accounts.
4.
Delegate at his/her discretion special projects treasurers the
responsibility to receive and disburse restricted funds.
5. On
the expiration of term of office or incapacity, all moneys, accounts,
records and receipts, are to be immediately turned over to an audit
committee appointed by the Board of Directors and after completion of
the audit everything shall be turned over to the new treasurer.
6.
Sign all checks as primary signatory and obtain a second signature of
appropriate authorized second signatory.
7. The
National Treasurer shall be a signer on all Chapter bank accounts.
8.
Keep a separate accounting for advanced collected dues belonging to the
next administration.
9. The
Treasurer shall be bonded to a level not less than 150 % of the next
proposed annual budget.
10.
The National Treasurer shall, after receiving club
members and Independent member’s dues, forward a copy of
name, address and email to the Membership Chairman for
the national database.
ARTICLE VIII/ ELECTIONS
Section A
1. An
election committee, of three, is appointed by the President and approved
by the Board of Directors. The election committee is responsible for
accepting nominations from clubs.
a).
Said nominations to be received by September 15th.
b).
Ballots shall be numbered in sequence.
c).
Ballots are to be on FMDAC stationery and nothing else is to be
enclosed.
d).
Ballots are to be mailed by October 1st.
e).
Ballots are to be received back by December 15th.
f).
Ballots are to be counted on December 20th and the results announced.
2.
An individual may be nominated by a club or an
Independent member may submit a self-nomination request
to the Election Committee if there is not a club in
their area. The nominee shall provide a letter of his /
her qualifications. The nominees may include letters of
recommendation from their club or others. The Election
Committee shall then prepare a ballot with all nominees
after assuring that all nominees are qualified to run.
All nominations must be submitted in writing (hard copy)
to the Election Committee. The Election Committee will
confirm their findings with the Membership Chairman if
appropriate.
ARTICLE IX/ ELECTIONS
1. The
term of office for officers and Board of Directors shall be two years.
Election of officers shall be held on even years and election of board
members other than officers shall be held on odd
years. A candidate must be an elected Chapter Officer for two (2)
years to be eligible to run for National office.
2. The member club and Independent member shall have one
vote for the purpose of electing FMDAC officers or Board
of Directors.
3. The
Election Committee shall
conduct and supervise all elections. The results shall
be open for inspection by the Board of Directors.
4. There shall be no campaigning at national conventions
/ festivals. Candidates may be introduced and allowed
to speak at the open meeting.
ARTICLE X/ MEETINGS
1.
General meetings shall be held not less than once each year.
2.
Matters concerning actions of the Board of Directors may be handled by
mail or telephone conference, as determined by the Board of Directors.
3. The
Board of Directors shall determine how far in advance meetings are to be
held and/or not held commensurate with accomplishing its duties and
being able to inform the representation of its action.
4. The
Federation President shall have a conference with any paid employee at
least once each month.
ARTICLE XI/ QUORUMS
1. A
quorum of the Board of Director’s
meeting
shall consist of one more than half of the Board of Directors.
ARTICLE XII/ DISCIPLINE
1. A
charge against a member club or board member of professional dishonesty
working against the principles and purposes of the Federation, or
injuring the professional standing of a member club may be filed in a
written statement, signed by five (5) members of the club in good
standing, to the Board of Directors.
2. A
charge of violation of the "Code of Conduct" by any National Officer,
Member of the Board of Directors or Chapter Officer may be filed in
written statement by any FMDAC National officer in good standing to the
Board of Directors.
3.
Both the grieving parties and the member club or board member against
whom the grievance is filed shall have the right to appear before the
Board of Directors and speak or give evidence.
4. The
Board of Directors may take appropriate action, including expulsion. In
the event that the Executive Board of Directors determines that
expulsion is necessary, the matter shall be ratified by a simple
majority of the Board of Directors.
ARTICLE XIII/ ADOPTION AND AMENDMENTS
1.
These Bylaws shall be adopted upon a 51% affirmative responding vote
from member clubs.
2. Any
provision may be amended or repealed by a 2/3 vote of the Board of
Directors.
3.
Copies of proposed amendments and revisions must be given in writing at
least thirty (30) days prior to the Board meeting designed for that
purpose.
ARTICLE XIV/ DISSOLUTION
1.
Should the Federation of Metal Detector and Archaeological Clubs Inc. be
dissolved, all material possessions and assets of the Federation will be
used to pay off all debts and remaining assets, if any, will be
distributed to an approved non-profit corporation or organization of IRS
501 C 3 status.
ARTICLE XV/ CHAPTERS
1.
NAME
a).
For the purposes of documentation, the Chapters shall be designated by
territory such as Southeastern, Southwestern, Northern, etc. and be
reflected in its name. The terms FMDAC and Federation will indicate the
governing body.
2.
TERRITORY
a).
The name of the Chapter shall be chosen by the Chapter Executive Board,
but shall include “Chapter” with prior notice given to the effected
Chapter officers within 30 days prior to implementation.
3.
PURPOSE
a). To
further the Federation purpose as set forth in the Bylaws and Code of
Ethics Federation Metal Detector and Archaeological Clubs Inc.
b). To
seek and recruit new metal detecting clubs into the ranks of the FMDAC.
c). To
maintain communications with clubs within their territory.
d). To
keep the Federation informed of any pertinent information involved with
our sport/hobby.
e). To
distribute information and literature made available by the Federation.
4.
ADDRESS
a).
The principle office of the Chapter shall be maintained at the address
chosen by the presiding Chapter president.
5.
MEMBERSHIP
a).
All Federation clubs within a Chapter territory will be considered a
member club of that Chapter.
All
Independent members in a given area shall be considered a member of that
Chapter.
6. DUES
a).
All club
and Independent member dues shall be paid directly to the
Federation as per ARTICLE V / DUES.
7.
THE EXECUTIVE BOARD
a).
The officers of a Chapter of the Federation shall consist of a
President, Vice-President, Secretary and Treasurer.
b).
All officers shall be elected with the exception of the committee heads.
The committee heads shall be appointed as needed by the President with
the approval of the Chapter Officers.
c).
The Chapter Officers shall direct the regular business of the Chapter.
d).
All officers shall be members of this organization in good standing
within the Chapters that they represent or shall forfeit their office.
8.
DUTIES OF OFFICERS
a).
THE PRESIDENT SHALL:
i). Be
held directly accountable to the Federation President and Chapter
Liaison Officer (i.e. Federation Vice-President).
ii).
Preside at meetings.
iii).
Appoint committee heads by approval of Chapter Officers.
iv).
Be an ex-officio member of all committees unless otherwise provided,
with the exception of the election committee.
v).
Appoint and abolish temporary committees.
vi).
Appoint officers (with approval of Board of Directors) in the event of a
vacancy and shall declare such a vacancy.
vii).
Represent the Chapter to the general public and shall perform all the
usual necessary duties incident to the office of Chapter President.
viii).
Shall issue a Quarterly newsletter.
b).
THE VICE PRESIDENT SHALL:
i).
Assume and perform the duties of the Chapter President in his/her
absence.
ii).
Arrange the publicity for events and projects of the Chapter to include
a quarterly update about the Chapter for publication in the "Quest."
iii).
Operate in conjunction with the Treasurer on any fund raising project.
iv).
Perform all duties incidental and necessary to aid the President in
governing the Chapter.
c).
THE SECRETARY SHALL:
i). Be
responsible for all correspondence.
ii).
Keep an accurate record of the resolutions and business transacted at
all meetings.
iii).
Make available to the Federation, in a timely fashion, all minutes of
Chapter meetings.
d).
THE TREASURER SHALL:
i).
Receive and disburse moneys forwarded from the Federation for Chapter
expenditures.
ii).
Keep an accurate account of all finances and shall report the state of
the treasury quarterly. Reports shall be submitted to the Federation
Treasurer, and should include all receipts for that period of time.
iii).
The National Treasurer will not disburse quarterly operating money
without a full report from the treasurer of each chapter and chapter
newsletter.
iv).
Maintain a checking account with two authorized signatories to include
Federation disbursed funds, all donations, and fundraising moneys.
v).
Sign all checks from Chapter checking account.
vi).
On the expiration of term of office or incapacity, all moneys, accounts,
records and receipts are to be turned over to an audit committee
appointed by the Chapter Officers, and after completion of the audit,
everything shall be turned over to the new treasurer.
vii).
An annual report shall be presented to the Federation by the Treasurer
by the end of January of the succeeding year.
viii).
An annual audit may be required by the Federation by the end of January
of the succeeding year.
9.
ELECTIONS: ARTICLE VIII / ELECTIONS applies, except election committees should be
replaced with National FMDAC Secretary.
10.
MEETINGS:
a).
General meetings shall be held at least once every quarter.
b).
All Chapter Officer members, regardless of club representation, shall
have the executive privilege to one (1) vote per office. This privilege
is extended only to the President, Vice-President, Secretary and
Treasurer.
c).
The Chapter Officers shall determine how far in advance meetings are to
be held and/or not held commensurate with accomplishing its duties and
being able to inform the representation of its action.
11.
QUORUMS:
a).
ARTICLE X / QUORUMS applies.
12.
STANDARD EXPENDITURES:
a).
All bills and other claims shall be presented to the Chapter Officers
and receipts given to the Treasurer, who will, by Chapter Officers'
action, be authorized to make payment.
b).
Any three Chapter officers and the National Treasurer shall be
authorized to sign checks on chapter accounts, with two (2) signatures
on all disbursements. The only exception to this is when Article VI,
Section B, Item 2 (Succession) has been invoked.
13.
DISCIPLINE:
a).
ARTICLE XI / DISCIPLINE applies.
14.
THE FEDERATION SHALL:
a).
Supply each Chapter with:
i).
Federation Liaison Officer.
ii).
Provide a quarterly operating fund to each Chapter President, as
determined by the National Board of Directors (Quarterly accountings
from Chapter Presidents are required).
iii).
Copies of Bylaws, Act of Refinement and “Code of Ethics”.
iv).
Minutes of each Federation meeting.
v).
Updated club lists.
vi).
Letters and pertinent information relevant to the Chapter.
b).
Make available to each Chapter:
i).
Film library
ii).
Information packets
iii).
Quarterly Quest
15.
DISSOLUTION:
Should a Chapter of the FMDAC be dissolved, all material possessions of
the Chapter and moneys in treasury shall be returned to the Federation.
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