BY-LAWS OF

THE NICOLAS MARTIAU

DESCENDANT ASSOCIATION

ARTICLE I

NAME

The name of this organization shall be NICOLAS MARTIAU DESCENDANT ASSOCIATION, hereinafter referred to as the NMDA.

The address of the principal office of the NMDA shall be the address of the duly appointed or elected president of the NMDA.

ARTICLE II

PURPOSE

(1)  To perpetuate the memory and spirit of Nicolas Martiau and his descendants, who achieved a great deal in making America independent and to preserve the grave sites of Nicolas Martiau and his immediate families located at Grace Church, Yorktown, Virginia.

(2)  To create a historic educational library to assist individuals in learning more about history and the contributions of their ancestors.

(3)  To maintain and extend the institutions of American freedom and promote patriotism

(4) To enjoy comradery and maintain the family spirit of fun.

ARTICLE III

MEMBERSHIP

(1)  Eligibility for Direct Descent Membership:  Documented proof in accordance with NMDA, as set forth at the time of the application.  Sponsorship not necessary.  A Direct Descendant will get a temporary membership card until their line of descent has been established.  When accepted, a registration number will be assigned and a Certificate of membership given.

(2)  Auxiliary membership (no vote) open to Direct Descendants who do not wish to complete lineal  papers, (they may change their status if desired) to spouses, historians, and those interested in Nicolas Martiau.  A membership card will be sent.

(3)  Life Memberships and/or Family Membership (includes minor Children) may be offered from time to time, details to be determined by the Board of Directors.

(4)  Honorary Memberships may be granted, from time to time for extra meritorious contributions to NMDA.  May be sponsored by a member or the Board of Directors.  A document must be presented for consideration.

Add: Only a non member can be appointed as an Honorary Member. and have no voting rights. .Any member who performs  Exemplary service  will receive recognition from the Board.  The Board will determine method of presentation.

ARTICLE IV

OFFICERS

(1) Board of Directors shall consist of Elected Officers of NMDA:  President, Vice President, Treasurer, Secretary, and Registrar.  The immediate Past President shall serve as an ex officio member.  Appointed Officers shall be:  Membership Chairman, Editor/Historian, Web Site Chairman, and Parliamentarian.

(2) Such other Officers or Assistant Officers may be appointed by the Board of Directors, or Membership, as deemed necessary for the benefit of NMDA.

(3) The Board of Directors of the NMDA shall be responsible for the operation of the Association and shall consist of the Elected and Appointed Officers, as named above.  The Founder will be considered President Emerita.

ARTICLE V

ELECTION OF OFFICERS

(1)  The Officers shall be elected at the Martiau Tribute, which is to be held every four (4) years or as deemed proper by the Board of Directors.  Officers will remain in office until successors have been elected or appointed with terms set by the Board of Directors.

(2)  At the meeting of the Membership, any Direct Descendant in good standing may vote either in person or by proxy to the Membership Chairman, and the proxy may be revoked before or at the designated meeting.  No telephone or e-mail votes will be accepted.

(3)  No member shall be nominated or elected if not present, unless said member has indicated in writing prior to the election their willingness to serve.

(4)  Nominations may be made from the floor during a regularly stated meeting.

(5)  In case of a vacancy in the Office of President, an interim President shall be appointed by The Board of Directors.  Vacancies of other offices shall be filled by the President, with the approval of the Board of Directors until the next slated election.  Any Officer may be removed from office by the unanimous vote of the remaining Board or a majority of the membership.  A new President will be appointed.

ARTICLE VI

DUTIES OF OFFICERS

(1)  PRESIDENT:  The President shall preside at the meetings of the Association and the Board of Directors.  The President shall coordinate all officers to meet goals set in NMDA Bylaws, ARTICLE II – PURPOSE.  The President shall appoint members and any committees deemed expedient to assist in achieving membership goals. 

(2)  VICE-PRESIDENT:  The Vice-President shall preside over the meeting of the Association or of the Board of Directors in the absence of the President.  Shall accept and perform other duties as assigned by the President.

(3)  SECRETARY:  The Secretary shall keep a record of all minutes of the Association and the Board of Directors and attend to the correspondence of the Association.  The Secretary shall assist the President in official correspondence and retain a file of all letters and communications received. The Secretary shall perform such other duties as the President may from time to time delegate.

(4)  TREASURER:  The Treasurer shall receive and have custody of the NMDA funds and shall keep full and accurate records of the NMDA receipts and disbursements.  Such records shall consist of a numbered checkbook and a bound record book in which an entry is made for NMDA transactions in a manner that no funds are left unaccounted.  The Treasurer shall choose the banking institution in which the funds of the NMDA are deposited in the name of the Nicolas Martiau Descendant Association, or NMDA.  The signatures of the Treasurer and the President shall be on file with the banking institution as authorized to sign checks.

A budget shall be prepared by an appointed Budget Committee each January and approved by the Board of Directors.  Once approved, the items in said budget may be paid by the Treasurer without further approval.  Lacking a budget, the Treasurer shall pay all due and just debts in the NMDA.  Items greater than two hundred dollars ($200) in cost shall be brought before the Board of Directors for approval.

(5)  REGISTRAR:  The Registrar shall receive application fee and Preliminary Application from prospective member, acknowledge receipt and provide formal long-form application to descendant, certify lineage of applicant and assign a national number, or, if necessary, notify applicant of incomplete documentation.  Contact proper person or persons who shall prepare and mail the Certificate and Membership Manual to approved member.  Non-qualifying applications shall be returned to the applicant.

(6)  EDITOR/HISTORIAN:  The Editor/Historian shall be responsible for NMDA Newsletter and National Roster.  they shall keep a history book, fully documenting the activities and publicity of the NMDA.  Each book when completed shall be placed in the NMDA library.  they shall perform such other duties as the President may from time to time delegate.

(7)  MEMBERSHIP CHAIRMAN;  The Membership Chairman, with the help of all members, shall locate potential lineal and auxiliary members, maintain mailing lists, and perform such other duties as the President from time to time may delegate.

The President may combine the duties of the  Membership and Web master for better operation of the Board and NMDA

(8)  WEB SITE CHAIRMAN:  This appointed chairman will set up and maintain an internet site for the NMDA, including purpose of the organization, publicity on recent activities, membership requirements, forms to be downloaded, and contact information. 

ARTICLE VII

MEETINGS/QUORUM

(1)  Meetings:  Unless otherwise provided by amendment hereto, a minimum of one meeting shall be held every four (4) years, or more often as deemed desirable by NMDA membership or Board of Directors. The time and place of such meeting shall be determined by the Board of Directors.

(2)  QUORUM:  A quorum for the purpose of conducting the business of the NMDA shall be ten percent (10%) of the members in good standing.

(3)  In the absence of the specific provision of the NMDA Manual, Robert’s Rules of Order shall prevail and shall govern all deliberations during official NMDA meetings.

(4)  Special meetings shall be held at such times and places as the Board of Directors shall deem necessary.  Notification shall be made to all members by the least expensive, but expedient means possible.  Members shall be defined as those members appearing on the current NMDA Roster as a Lineal Descendant.  Only those members whose dues are current shall be eligible to vote.

ARTICLE VIII

DUES

(1)  The fiscal year of the NMDA shall be January 1 through December 31.  Dues are payable by January 1 and delinquent after March 31.  The Treasurer will send a billing statement to all members in November. A member in arrears will be dropped after two years for non-payment of dues.  A delinquent member may reapply for membership within two years by paying past and current dues.  After two years, an application fee must be submitted for reinstatement.  Members making application in the last quarter of a year will not be required to pay dues for the succeeding year.  There are no prorated dues.

(2)  Annual dues of the NMDA are in the same amount for both Lineal Descendant and Auxiliary memberships.  Dues may be changed by a majority vote at any meeting at which there is a quorum present.  The Treasurer shall notify all members of any changes in the dues.

(3)  Members may submit their intention to resign from the NMDA by writing to the Registrar.

Registrar may need to  have documentation re evaluated., and may waive the fee.

ARTICLE IX

RATIFICATION & AMENDMENTS

(1)  These Bylaws, when approved, shall be in effect until amended or rejected by a two-thirds (2/3) vote of the membership at any meeting at which a quorum is present.

(2)  An amendment to (or ratification of) these Bylaws may be accomplished by two-thirds (2/3) vote of the members present at any meeting where there is a quorum present, and provided that a written copy of such proposed amendment, or original Bylaws, was sent to each member at least (10) days prior to such meeting.

(3)  An amendment to any addendum to the Bylaws shall be accomplished in the same manner as above (2), but shall not require the new Bylaws to be submitted for approval.

ARTICLE X

CONTRACTS

(1)  No officer or agent is authorized to sign contracts on behalf of the NMDA without special approval of the Board of Directors and/or special panel from the NMDA membership.

(2)  Prior to signing, any contracts shall be reviewed by legal counsel if deemed advisable by the Board of Directors.

 By –Laws were approved----------------------------------------------------------------------06