Corporation BY-LAWS of:
TRADITIONAL MUZZLELOADING ASSOCIATION, INC.
ARTICLE I
MISSION STATEMENT, DEDICATION
Section 1. MISSION STATEMENT. It is the mission of the Traditional Muzzleloading Association to endorse and promote the use of all traditional muzzle loading rifles, muskets, smoothbores, cannons and pistols, using flint, percussion cap, match and fuse ignition, only, as the case may be.
The Traditional Muzzleloading Association defines a "traditional muzzleloader” as one being the same, or similar, in design, function, materials and components to those used in the construction of original muzzle loading firearms prior to the year A.D. 1900.
Section 2. DEDICATION. The Traditional Muzzleloading Association is dedicated to preserving the rich and fascinating heritage of traditional muzzle loading firearms of early America.
This includes the research and study of the origins and development of these marvelous implements, as well as the role they played in frontier life, for not only those who fought for and against independence and westward expansion, but also in the every day commerce and sustenance of the inhabitants, both native and non-native, of the continental United States, from the eastern frontier to the reaches of the western fur trade. The same emphasis is also placed upon the associated traditional garb and accoutrements of all participants.
The Traditional Muzzleloading Association promotes awareness and practice of the safe and responsible use of traditional muzzle loading firearms, incorporating the use of traditional muzzle loading projectiles and propellants, for participants of all ages and in all related activities, such as gun-making, rendezvous and hunting. In the case of hunting, the Traditional Muzzleloading Association places particular emphasis upon furthering awareness and understanding of the capacity of the traditional muzzle loading firearm to harvest game in a safe, effective and humane manner, as has been accomplished throughout history.
In this pursuit, the Traditional Muzzleloading Association seeks to recognize, defend and celebrate the historical value of the traditional muzzle loading firearm for the enjoyment of future generations.
ARTICLE II
NAME, PURPOSE, FORMATION, BASIS
Section 1. NAME. The name of this organization shall be “Traditional Muzzleloading Association, Inc.”, a Michigan corporation, endorsed as a nonprofit corporation on March 10, A.D. 2005, which may also be known and referred to as “Traditional Muzzleloading Association” and/or “TMA”.
Section 2. PURPOSE. The TMA is formed for the following purposes:
(a) To promote the enjoyment of all aspects of traditional muzzleloaders through hunting, re-enactments and related activities.
(b) To promote safety while teaching traditional frontier skills with regard to competitive events such as shooting competitions, traditional fire starting with flint and steel, throwing tomahawks and knives, and other traditional frontier activities.
(c) To promote and preserve America’s rich historical heritage regarding gun making and hunting through historical re-enactments and other related traditional activities.
(d) To promote and preserve the right to keep and bear arms as guaranteed by the Second Amendment to the Constitution of the United States of America, as well as similar provisions contained in the constitutions of the several states.
(e) To transact any lawful business in furtherance of these goals, not prohibited by these BY-LAWS or by the ARTICLES of INCORPORATION; provided, however, that none of the endeavors toward these goals shall involve the pecuniary profit or gain of any Director, Officer, member or representative of the TMA.
Section 3. FORMATION. All of the activities of the TMA are substantially dedicated to the pleasure, social and recreational interests of its members and invited guests. Membership in the TMA shall not be restricted upon the basis of race, color or religion. No part of the net earnings of the TMA shall inure to the benefit of any director, officer, member or any other private individual, as any such individual serves in a voluntary capacity, except that the corporation is authorized to pay reasonable compensation for services rendered and to make payments and provide compensation in furtherance of the purposes here set forth, and consistent with the "DEDICATION" and "MISSION STATEMENT", duly adopted by the TMA. Notwithstanding any other provision of the ARTICLES of INCORPORATION, or these BY-LAWS, the TMA shall not engage in any activity not permitted to be carried on by a corporation exempt from federal income tax pursuant to Section 501(c)(7) of the Internal Revenue Code, or such other provision of the law now, or hereafter, applicable.
Section 4. ORGANIZATION BASIS. The TMA is first established as a “directorship” corporation. No sooner than two years and no later than five years from the date of the “filing endorsement” of the Articles of Incorporation by the Michigan Bureau of Commercial Services, Corporation Division, the TMA shall transition to a “membership” corporation. The Board of Directors (BOD) shall take all steps necessary to facilitate the transition and shall promulgate the necessary provisions required thereby, and amend these BY-LAWS appropriately in furtherance of this directive.
ARTICLE III
MEMBERSHIP
Membership entitles the member to participate in all TMA doings, i.e. events, competitions, contests and TMA web forums, to hold office, or otherwise participate in the management of the TMA under these BY-LAWS, and any guidelines set forth by the BOD, or by a duly authorized committee established by these BY-LAWS or in the discretion of the BOD. In exchange for the rights and privileges conferred by membership in the TMA, all members, regardless of class, agree to be bound by the terms of the ARTICLES of INCORPORATION and these BY-LAWS. Charter and regular members have the ability to seek and hold office within the TMA.
Section 1. CLASS. The TMA has four classes of membership, namely, “charter” and “regular”, “junior” and “associate”. Members of all classes are bound by the
(a) A charter member is one having a membership number from one (1) to one hundred fifty (150). Special recognition of charter member status shall be accorded in a manner determined, from time to time, by the BOD and is in appreciation for the contribution of the charter member toward founding and establishment of the TMA.
(b) A junior member is one having the age of twelve (12) to eighteen (18) years.
(c) A regular member is any other dues paying member having the age of eighteen (18), or older.
(d) An associate member is a non-dues paying family member of a charter or regular member, including child or spouse.
Section 2. TERM. Membership shall be made available on an annual basis, with the anniversary date being the date of proper application and full payment of annual dues.
Section 3. DUES. Each valid membership must be purchased from the TMA and paid in full at the prevailing membership rate. The dues rate shall be set by the BOD and the rate shall be reviewed from time to time, in the discretion of the BOD. Failure to pay annual dues within ninty (90) days of the day on which they are due will result in cancellation of membership, loss of membership number and privileges, and membership can only be reinstated upon payment of outstanding dues and payment of charges assessed, if any.
Section 4. TRANSFERABILITY. Membership is not transferable.
Section 5. NRA MEMBERSHIP. Membership in the National Rifle Association (NRA) is left to the individual discretion of the TMA member, but is strongly encouraged.
Section 6. DISCIPLINE. Membership in the TMA is a privilege and ultimate acceptance and/or continuance of membership in the TMA rests in the sole discretion of the BOD. With or without just cause, membership in the TMA and/or participation in any TMA sanctioned event, activity or list, including website privileges, may be suspended, terminated, modified or adjusted in any manner, in the discretion of the BOD. Grounds for discipline include, but are not limited to, violation of any Local, State or Federal law, violation of any TMA BY-LAW, misconduct or inappropriate behavior while participating in any TMA activity, engaging in any activity deemed detrimental to the TMA or its purposes, or any other act(s) deemed sufficient, by the BOD, for purposes of disciplinary review. The BOD is authorized to empower the Membership Committee to delve into any such membership proceeding for purposes of offering a recommendation. On such a mandate, the Membership Committee may elicit information from any reasonable source and set forth its recommendation, and supporting rationale, to be acted upon by the BOD. A member who is terminated from membership in the TMA shall forfeit all dues, range fees, entry fees or special assessments paid, if any. Disqualification from any specific TMA event or competition shall be within the discretion of the National Match Director, his designated representative or person in charge of a non-competitive event at issue. The aggrieved party may petition the BOD for relief from any action taken, but such lower action requires a two-thirds vote of the BOD to be disturbed.
Section 7. INDEMNIFICATION. During any event, competition, contest or other TMA doings, the TMA member is responsible for the actions and conduct of his/her self, and that of specific third parties sponsored by the member, i.e. his/her immediate family members and guests, and shall indemnify and hold harmless the TMA, its agents, officers, directors, representatives from any and all claims of any kind arising or resulting from said actions or conduct. This indemnification and hold harmless agreement includes re-payment of any and all attorneys fees, costs, court costs, awards or settlements paid resulting from the TMA’s response or legal defense of such claim(s). Any significant breech of the rules and guidelines of any TMA BY-LAW, or rules or guidelines governing any particular TMA doings, by any member, or third party so sponsored, may subject the sponsoring member to discipline under “Section 6”, above.
ARTICLE IV
GOVERNANCE
The TMA shall be governed by the Board of Directors (BOD), including the Officers. These persons shall communicate on a regular basis, by any means possible, to carry out TMA matters.
The BOD may hold their meetings in such place or places within or without the State of Michigan, or by conference, telephone or electronic communications equipment as allowed by the laws of the State of Michigan, as a majority of the Board of Directors may, from time to time determine. Meetings may be called by any officer. When possible, meetings will be presided over by the President, or his stated designate. The Secretary or Secretary/Treasurer shall act as Secretary at all meetings, but in the absence of the Secretary, the President may serve as Secretary or appoint another person to act as Secretary of the meeting. Except for action requiring a two-thirds vote, the BOD may take action without a meeting, if apparent that a majority of the members of the BOD consent thereto.
Section 1. BOARD OF DIRECTORS. A Member of the BOD must be a member in good standing of the TMA. The BOD shall have a minimum of seven (7) Directors. The terms of the initial BOD shall be established by resolution. Until the transition to “membership” occurs, the BOD may nominate and install qualified members of the TMA to fill any vacancies. At the time of transition, seats on the BOD shall be subject to a vote of the membership pursuant to guidelines established by the BOD at that time. Initially, one-half of the members of the BOD shall be elected to two (2) year terms, while the other half shall be elected to four (4) years terms. Thereafter, all terms of office on the BOD shall last for four (4) years, so that approximately one-half of the seats on the BOD are subject to election. If otherwise members in good standing, past-presidents of the TMA are entitled to a voting seat on the BOD, without term limit in their discretion. If the Past-president is unavailable, for any reason, to serve, that seat shall not be considered a vacancy. If otherwise members in good standing, the four remaining founders of the TMA as of the date of this amendment, namely Russ Baker, Rondo Bohl, Charles Starks and Jim Vihtelic, shall be entitled to vote in all matters before the BOD, without term limit in their discretion. The BOD may appoint a Nominating Committee to regularly update a list of TMA members with the potential to be appointed members of the BOD. The President shall not maintain a seat on the Nominating Committee. The actual installation of new BOD members shall occur in February of each year. Filling of vacancies on the BOD may occur at any time throughout the year and the seat filled will be subject to re-appointment at the end of the term so filled. (As amended 02/14/2013.)
The BOD is charged with the authority to control and supervise all activities, of any kind or nature, of the TMA. The BOD, in its discretion, may delegate some of the tasks necessary to fund and carry out the doings of the TMA to committees established for specific purpose(s), or to a Representative of a State or Local chapter of the TMA. The matters so delegated shall remain within the control of the BOD and any actions must still receive the approval of the BOD before implementation.
The BOD may appoint and remove Officers, Chair-person(s) of committees, or other TMA representatives, and revoke and/or modify the duties and powers thereof, established under the BY-LAWS or pursuant to the BOD discretion, but such action, without unanimous support, must be submitted to a vote, and will carry with a two-thirds vote.
To consider any BOD action, the BOD may hold meetings among themselves through electronic means, at intervals within the discretion of individual members. All matters of import supported unanimously shall be immediately memorialized in minutes of the meeting or by resolution, and certified by the Secretary/Treasurer. All other matters, lacking unanimous support of the BOD, must be submitted to a vote, and unless otherwise stated by these BY-LAWS, require majority approval before becoming the official action of the TMA. Any vote of the BOD requires participation of a majority of the Directors to have binding effect.
The BOD may notify any Director who has conspicuously not participated in important TMA matters, that he/she is to demonstrate just cause to the BOD why his/her seat should not be deemed vacant. A two thirds vote of the BOD is required to deem vacant, the seat of the Director so confronted.
Section 2. OFFICERS. Officer positions of the TMA shall consist of a President, Vice-President, Secretary and Treasurer. The Secretary and Treasurer may be combined into one position. The officers shall be selected from the ranks of the BOD and are voting members of the BOD. The term of office shall be one (1) year. Any of the Officers may sign contracts on behalf of the TMA unless otherwise determined by the BOD.
(a) President. The President shall have general supervision of the business and affairs of the TMA and preside at all meetings of the BOD and all other official TMA gatherings. The President shall be an ex officio member of any standing committee, except the Nominating Committee. The President shall facilitate the discussion of any matters before the BOD and assist the TMA in bringing any matter under consideration to a timely decision/resolution. The president may sign any document or instrument on behalf of the TMA that the Secretary/Treasurer is authorized to sign.
(b) Vice-President. The Vice-President shall assist the President, take the place of the President in any function in which the President is absent or unable to participate. The Vice-President may become the President, should that office become vacant, if ratified by a majority vote of the BOD.
(c) Secretary and Secretary/Treasurer. The Secretary/Treasurer shall keep minutes and resolutions, handle correspondence, maintain current and historical TMA records, keep accurate records of the financial status of the TMA, report on the financial status and keep records of income and disbursements. The Secretary/Treasurer shall keep a corporate book containing the ARTICLES of INCORPORATION, BY-LAWS, minutes, government filings, resolutions and any other TMA document, which memorializes important business. The Secretary/Treasurer shall be the custodian of all the funds and property of the TMA, keep control of the funds in a financial institution under the name of the TMA, pay out money as required by the business of the TMA, taking proper vouchers therefore, provide accountings at reasonable intervals, but not less that annually and enlist the assistance of qualified professionals for the purpose of compliance with State and Federal laws. Upon reasonable notice to the Secretary/Treasurer, all TMA records shall be accessible by members of the BOD acting in there official capacity.
ARTICLE V
GENERAL CONSIDERATIONS
Section 1. BY-LAWS/AMENDMENTS. Nothing in these BY-LAWS, or any amendments thereto, shall be construed to be contrary to any State, Federal or Local laws. Amendments of the BY-LAWS may be proposed and submitted to the BOD by any member of the TMA. The BOD may act on the proposal in any manner deemed appropriate, giving due regard to the effort of the proposing member. If, in the discretion of the BOD, action is warranted, the action of the BOD may include dissemination of the proposed amendment and collection of comment from the membership by any means feasible. Until transition, amendment of the BY-LAWS does require a two thirds vote of the BOD.
Section 2. FISCAL YEAR. For all purposes, the fiscal year of the TMA shall be the calendar year.
Section 3. BAR OF COMPENSATION. The Directors, Officers and agents of the TMA shall serve on a volunteer basis and shall not be entitled to a salary or compensation for services rendered.
Section 4. ELIGIBILITY. TMA events shall be open to TMA members in good standing and their invited guests, only.
Section 5. STANDARDS. The TMA shall generate standards for the conduct of any TMA sanctioned event, competition or contest. These duties of promulgation, implementation and enforcement of event standards may be delegated to an appropriate person or Committee. All standards are subject to approval by the BOD, and once finalized shall be published or otherwise disseminated to participating members and their invited guests, if any. The BOD shall be the final arbiter of any controversy pertaining to standards.
Section 6. CORPORATE SEAL. The BOD by majority vote may adopt, use and thereafter alter a corporate seal. However, use of a corporate seal, or its facsimile, shall not be required and shall not affect the validity of any instrument whatsoever.
Section 7. ASSESSMENTS. The BOD may, after due inquiry with the membership, and upon a two-thirds vote, levy an assessment against the membership of the TMA, for purposes of funding activities and operation. The BOD shall set the terms of recovery of the assessment. Any member failing to comply with the terms of the assessment, or payment thereof, may be suspended from membership pending compliance, or expelled, in the discretion of the BOD. The affected member may petition the BOD for relief from the assessment, which petition may be granted, in whole, or in part, upon a majority vote of the BOD.
Section 8. STATE/LOCAL CHAPTERS. Upon petition to the BOD by member(s) in good standing of the TMA, State and Local Chapters of the TMA may be authorized by the BOD and established in accordance with “CHAPTER BY-LAWS” promulgated and adopted by the BOD for this purpose. The BOD shall maintain oversight of any Chapters and require them to be faithful to the ultimate authority of the national TMA and the within BY-LAWS.
Section 9. ARTICLES of INCORPORATION. Any provisions contained in the ARTICLES of INCORPORATION, not specifically referenced in the BY-LAWS, are here incorporated by reference.
CERTIFICATION
THE UNDERSIGNED HEREBY CERTIFIES THAT THE FOREGOING BY-LAWS WERE ADOPTED AS THE BY-LAWS OF THE TMA AT A MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 1, A.D. 2005.
Signed: ______________________________________________
Glenn E. “Russ” Baker, Secretary/Treasurer
Traditional Muzzleloading Corporation, Inc.
Dated: May 1, 2005
TMA.BY-LWS.5
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J A M E S W. V I H T E L I C, P.C.
L A W Y E R S
24624 WEST WARREN AVENUE
DEARBORN HEIGHTS, MICHIGAN 48127
__________
(313) 562-9260 TELEPHONE
(313) 562-9261 FACSIMILE
Topic: TMA By Laws (Read 8343 times)