Federation of Metal Detector & Archeological Clubs, Inc

Bylaws

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

To unite, promote, preserve and encourage metal detecting, archaeological, prospecting clubs and individuals in remote areas not associated with a club.
To establish an understanding of the significant relationship between metal detecting and archaeological research.
The dissemination of technical, educational and social information relating to metal detecting, and historical or archaeological discoveries.
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.

ACTIVE membership requires the member club or individual member be ongoing, viable and faithful to the Federation’s Code of Ethics.
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.
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

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 Detectorist Club).
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.
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.
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

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.
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

Annual dues for clubs and individuals shall be determined by the Board of Directors.
Annual club dues shall be included with the application of membership to the Federation.
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.
Annual dues shall be applied to each year beginning with January 1 and ending with December 31 of each year.
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.
A club or individual that resigns in writing (dues not in arrears) may reapply for membership.
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.
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

The officers of the “Federation of Metal Detector and Archaeological Clubs Incorporated” shall consist of a President, Vice President, Secretary and Treasurer.
The President may call a meeting at his/her discretion.
All officers shall be elected for a term of two years.
The National President, Vice President, Secretary and Treasurer shall be bonded.
All National Officers and members of the Board of Directors shall have read, understood and must adhere to the “Code of Conduct.”
All officers shall be members of this organization in good standing or shall forfeit their office.
Outgoing President shall remain on the Board of Directors for a period of one year.

Section B

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.
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.
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

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

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.
The Board of Directors provides the leadership and direct policy for the business of the Federation.
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.
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:

Preside at meetings.
Be an ex-officio member of all committees unless otherwise provided, with the exception of the election committee.
Establish and abolish temporary committees.
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.
Represent the Federation to the general public and shall perform all the necessary duties incidental to the office of the President.
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.
The President shall be an authorized signer on the national accounts.

THE VICE PRESIDENT SHALL:

Assume and perform the duties of the President in his/her absence.
Arrange the publicity for events and projects of the organization.
Operate in conjunction with the Treasurer on any fund raising project.
Perform all duties incidental & necessary to aid the President in governing the Federation.
Act as Liaison Officer to all Chapters.

THE SECRETARY SHALL:

Be responsible for all correspondence.
Keep an accurate record of the resolutions and business transacted at all meetings.
Sign all approved contracts for the Federation.
Take minutes of all meetings and distribute to all Board members in a timely manner.
The secretary shall be an authorized signer on the national accounts.

THE TREASURER SHALL:

Receive and disburse all moneys belonging to the Federation.
Keep an accurate account of all finances and report the state of the Treasury monthly and annually in writing.
Keep restricted funds of the Federation in separate accounts.
Delegate at his/her discretion special projects treasurers the responsibility to receive and disburse restricted funds.
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.
Sign all checks as primary signatory and obtain a second signature of appropriate authorized second signatory.
The National Treasurer shall be a signer on all Chapter bank accounts.
Keep a separate accounting for advanced collected dues belonging to the next administration.
The Treasurer shall be bonded to a level not less than 150 % of the next proposed annual budget.
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

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.

Said nominations to be received by September 15th.
Ballots shall be numbered in sequence.
Ballots are to be on FMDAC stationery and nothing else is to be enclosed.
Ballots are to be mailed by October 1st.
Ballots are to be received back by December 15th.
Ballots are to be counted on December 20th and the results announced.

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

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.
The member club and Independent member shall have one vote for the purpose of electing FMDAC officers or Board of Directors.
The Election Committee shall conduct and supervise all elections. The results shall be open for inspection by the Board of Directors.
There shall be no campaigning at national conventions / festivals. Candidates may be introduced and allowed to speak at the open meeting.

ARTICLE X: MEETINGS

General meetings shall be held not less than once each year.
Matters concerning actions of the Board of Directors may be handled by mail or telephone conference, as determined by the Board of Directors.
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.
The Federation President shall have a conference with any paid employee at least once each month.

ARTICLE XI: QUORUMS

A quorum of the Board of Director’s meeting shall consist of one more than half of the Board of Directors.

ARTICLE XII: DISCIPLINE

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.
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.
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.
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

These Bylaws shall be adopted upon a 51% affirmative responding vote from member clubs.
Any provision may be amended or repealed by a 2/3 vote of the Board of Directors.
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

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

NAME

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.

TERRITORY

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.

PURPOSE

To further the Federation purpose as set forth in the Bylaws and Code of Ethics Federation Metal Detector and Archaeological Clubs Inc.
To seek and recruit new metal detecting clubs into the ranks of the FMDAC.
To maintain communications with clubs within their territory.
To keep the Federation informed of any pertinent information involved with our sport/hobby.
To distribute information and literature made available by the Federation.

ADDRESS

The principle office of the Chapter shall be maintained at the address chosen by the presiding Chapter president.

MEMBERSHIP

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.

DUES

All club and Independent member dues shall be paid directly to the Federation as per ARTICLE V / DUES.

THE EXECUTIVE BOARD

The officers of a Chapter of the Federation shall consist of a President, Vice-President, Secretary and Treasurer.
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.
The Chapter Officers shall direct the regular business of the Chapter.
All officers shall be members of this organization in good standing within the Chapters that they represent or shall forfeit their office.

DUTIES OF OFFICERS

THE PRESIDENT SHALL:

Be held directly accountable to the Federation President and Chapter Liaison Officer (i.e. Federation Vice-President).
Preside at meetings.
Appoint committee heads by approval of Chapter Officers.
Be an ex-officio member of all committees unless otherwise provided, with the exception of the election committee.
Appoint and abolish temporary committees.
Appoint officers (with approval of Board of Directors) in the event of a vacancy and shall declare such a vacancy.
Represent the Chapter to the general public and shall perform all the usual necessary duties incident to the office of Chapter President.
Shall issue a Quarterly newsletter.

THE VICE PRESIDENT SHALL:

Assume and perform the duties of the Chapter President in his/her absence.
Arrange the publicity for events and projects of the Chapter to include a quarterly update about the Chapter for publication in the “Quest.”
Operate in conjunction with the Treasurer on any fund raising project.
Perform all duties incidental and necessary to aid the President in governing the Chapter.

THE SECRETARY SHALL:

Be responsible for all correspondence.
Keep an accurate record of the resolutions and business transacted at all meetings.
Make available to the Federation, in a timely fashion, all minutes of Chapter meetings.

THE TREASURER SHALL:

Receive and disburse moneys forwarded from the Federation for Chapter expenditures.
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.
The National Treasurer will not disburse quarterly operating money without a full report from the treasurer of each chapter and chapter newsletter.
Maintain a checking account with two authorized signatories to include Federation disbursed funds, all donations, and fundraising moneys.
Sign all checks from Chapter checking account.
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.
An annual report shall be presented to the Federation by the Treasurer by the end of January of the succeeding year.
An annual audit may be required by the Federation by the end of January of the succeeding year.

ELECTIONS

ARTICLE VIII: ELECTIONS applies, except election committees should be replaced with National FMDAC Secretary.

MEETINGS:

General meetings shall be held at least once every quarter.
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.
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.

QUORUMS:

ARTICLE XI: QUORUMS applies.

STANDARD EXPENDITURES:

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.
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.

DISCIPLINE:

ARTICLE XII: DISCIPLINE applies.

THE FEDERATION SHALL:

Supply each Chapter with:

Federation Liaison Officer.
Provide a quarterly operating fund to each Chapter President, as determined by the National Board of Directors (Quarterly accountings from Chapter Presidents are required).
Copies of Bylaws, Act of Refinement and “Code of Ethics”.
Minutes of each Federation meeting.
Updated club lists.
Letters and pertinent information relevant to the Chapter.

Make available to each Chapter:

Film library
Information packets
Quarterly Quest

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.