CONSTITUTION OF THE 
MICHIGAN NATURAL AREAS COUNCIL 

(Constitution as Revised December 19, 1969 and Amended through August 29, 1994)

ARTICLE I. NAME

The name of this corporation shall be the MICHIGAN NATURAL AREAS COUNCIL.

ARTICLE II. LOCATION

The place in the State of Michigan where the principal office of this corporation is to be located is at Ann Arbor (University of Michigan Botanical Gardens), Washtenaw County.

ARTICLE III. PURPOSE

The purposes of this corporation shall be:

To assure the preservation in perpetuity, by obtaining dedication by the managing agency in the case of public lands, or by private owners, or by other means including purchase, of (1) suitable areas recognized as having values for: (a) scientific study of natural features; or (b) use as nature study or nature education areas; or (c) general public enjoyment because of scenic or natural history values; and/or (2) sites adapted to the preservation of particular species of native plants and/or animals under natural conditions, or of specific examples of vegetational types or other features of scientific interest.

Study and evaluation of areas to determine the suitability, desirability, feasibility, and possible means of preservation for the purposes described above.

Education of the public in regard to the preservation of natural areas and in regard to the features contained therein.

Promotion of the use of such areas for appropriate scientific research, education, and/or public enjoyment.

The definitions of types of areas which are to be preserved, the general policies relative to the administration of each type, and the procedures for selecting and obtaining the dedication of such areas shall be as set forth in the by-laws.

ARTICLE IV. MEMBERSHIP

Membership in the Michigan Natural Areas Council shall be open to individuals or organizations interested in furthering its purposes. Organizational membership shall be entitled to be represented by a designated delegate who may have an alternate. Once an organization has officially designated its delegate (and alternate) the person or persons named shall be the official representatives of that organization until an official communication to the contrary is received by the Michigan Natural Areas Council.

ARTICLE V. VOTING

Each member in good standing shall be entitled to one vote. No proxy voting shall be permitted. No individual shall be permitted to vote as both an individual member and as a delegate or alternate or as the delegate of more than one organization at the same time.

ARTICLE VI. FINANCES

Section 1. Fiscal Year. The fiscal year of this organization shall commence with the first day of January and extend through the thirty-first day of December.

Section 2. Sources of Income. This organization shall be financed by means of annual membership dues and contributions from interested persons and organizations.

Section 3. Membership Dues. Each member shall pay such annual dues as are provided in the by- laws.

Section 4. Contributions. Donations or bequests may be accepted by majority affirmation vote of the Executive Committee.

Section 5. Expenditure of Funds and Limitation of Activities. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of t he purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including publishing or distributing statements) in any political campaign in behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 6. Distribution upon Dissolution. Upon the dissolution of the corporation, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for the purposes outlined in Article III. Specifically, the assets shall revert to The Nature Conservancy (a non-profit corporation located at 1522 K Street, NW, Washington, DC 20005) or such other organization or organizations with similar objectives which shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal revenue Law), as the Executive Committee shall determine. Any of such assets not so disposed shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for the purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for the purposes consistent herewith.

ARTICLE VII. OFFICERS AND DIRECTORS

Section 1. Officers. The officers of the Michigan Natural Areas Council shall be a Chairman, Vice Chairman, Secretary and Treasurer.

Section 2. Directors. The directors of this organization shall be three elected directors [elected annually] and the most recently retired Chairman, who serve for the terms specified in Article VII, Section 4.

Section 3. Executive Committee. The above-mentioned officers and directors shall constitute the Executive Committee. The general administration of the affairs of the Michigan Natural Areas Council shall be vested in the Executive Committee.

Section 4. Terms of Office. The term of office of all officers and elected directors shall be two consecutive fiscal years, commencing 1 January 1995. In the event that new officers and directors have not been elected by the [end of the fiscal year] start of a term, the incumbent officers and [elected] directors shall continue to hold office until their successors have been duly elected. The most recently retired Chairman shall hold the office of Director until the incumbent Chairman retires.

Section 5. Vacancies. The Vice Chairman shall succeed to the office of Chairman in the case of a vacancy in that office. All other vacancies, including the office of Vice Chairman when the Vice Chairman has succeeded to the office of Chairman, except that of the most recently retired Chairman serving as director, shall be filled by appointment by the Executive Committee.

Section 6. Duties of Officers.

A. Chairman. The Chairman shall preside at all meetings of the organization and of the Executive Committee. The Chairman shall appoint the Chairman of such committees as shall be provided for in the constitution or by-laws or by action of the membership of the Executive Committee.

B. Vice Chairman. The Vice Chairman shall perform the duties of the Chairman in the event of absence or disability of the Chairman.

C. Secretary. The Secretary shall keep full and accurate minutes of all meetings or the organization and of the Executive Committee. The Secretary shall issue notices of all regular or special meetings to all members in good standing. The Secretary shall keep an accurate and complete record of all members and their addresses. The Secretary shall receive and file a copy of all reports of committees and of all official correspondence.

D. Treasurer. The Treasurer shall collect all membership dues and shall keep the Secretary informed of the names of all members who are in good standing. The Treasurer shall receive any donations or bequests accepted by the Executive Committee. The Treasurer shall pay all bills approved by the Executive Committee. The Treasurer shall issue statements of dues to members as provided in the by-laws.

Section 7. At the discretion of the Executive Committee the offices of Secretary and Treasurer may be held by the same individual. The committee may also appoint a Corresponding Secretary.

ARTICLE VIII. COMMITTEES

Section 1. Standing Committees. The Chairman, with the approval of the Executive Committee, shall appoint the Chairman of the following standing committees: (1) Publicity and Public Relations, (2) Natural Areas Screening Committee, and (3) Scenic Sites Committee.

Section 2. Other Committees. Other committees may be provided for, as necessary, by majority vote of the membership or of the Executive Committee. The Chairman of any such committees shall be appointed by the Chairman of the Michigan Natural Areas Council.

Section 3. Membership of Committees. With the exception of the Natural Areas Screening Committee, the various Committee Chairmen shall decide the size of the membership of their respective committees.

Section 4. Natural Areas Screening Committee. The Natural Areas Screening Committee shall consist of three members of which at least one shall be a recognized botanist. All members of this committee shall be chosen from persons who are reasonably familiar with the State of Michigan, including its geography and topography. The duties of this committee shall be as outlined in Article IV of the by-laws devoted to Procedures Relative to the Establishment of Proposed Natural Areas.

ARTICLE IX. ELECTIONS

Section 1. Nominations. On or before the September 1 prior to the election, the chairman shall appoint a Nominating Committee of three members who shall draw up a slate and present it to the membership at the first meeting on or before October 1. The committee shall not present the name of any member as a nominee for office unless that member has consented to serve if elected. Additional nominations may be made from the floor at the meeting at which the nominating committee presents its nominations. However, no such nominations shall be valid unless the person nominated agrees to serve if elected.

Section 2. Elections. A ballot containing the names of all nominees for each office shall be mailed to each member in good standing by the November 15 prior to the election. Such ballots shall carry notice to each member in good standing that they must be mailed not later than December 1. In the event that no meeting has been held in October, the Executive Committee shall have right to adjust this election to permit the preparation and mailing of the ballots. Three tellers appointed by the Executive Committee shall receive and count the ballots. The tellers will certify to the Executive Committee the names of the nominees for each office who received the largest number of votes. In case of a tie, they shall certify the names of those nominees having the highest number of votes and the Executive Committee shall break the tie by lot.

ARTICLE X. MEETINGS

Section 1. Membership Meetings. The frequency and location of membership meetings shall be at the discretion of the Executive Committee. If no meeting has been held within a period of sixty days and no meeting has been scheduled by the Executive Committee for the ensuing thirty days, the Secretary shall send out notices for such a meeting upon the written request of any three members of the Executive Committee. This requirement shall not obtain between dates of June 15 and September 15. Under the conditions outlined in the preceding paragraph, if no request for a meeting is made by members of the Executive Committee, the Chairman shall call a special meeting on the written petition of ten percent of the members in good standing, and the Secretary shall send out notices for such a meeting.

Section 2. Notices. Notices of all meetings shall be sent to each member in good standing by the Secretary not later than one week before the meeting. Such notices shall contain an agenda showing the matters of business for that meeting.

Section 3. Quorum. A quorum for voting consists of twenty members of fifteen percent of the members in good standing, whichever is smaller.

Section 4. Executive Committee Meetings. Frequency and location of the meetings of the Executive Committee shall be at the discretion of the Committee. A simple majority of the members of the Executive Committee shall constitute a quorum.

ARTICLE XI. AMENDMENTS

Section 1. Proposal of Amendments. Amendments shall be proposed by any of the following methods:

A. Amendments may be originated by any member of the Executive Committee. If approved by the Executive Committee, the proposed amendment shall be submitted to the membership by mail for their ratification.

B. A proposed amendment signed by any five members in good standing may be submitted to the Executive Committee, and shall be considered by them at their next meeting. If approved by the Executive Committee, it shall be submitted to the membership by mail for their ratification.

C. A proposed amendment may be presented for discussion at a membership business meeting by a petition signed by five members in good standing. When such a petition is submitted to the Secretary, he shall place the subject on the published agenda for the next meeting. If the proposed amendment is approved by the majority of the members present at that meeting, it shall be submitted to the membership by mail for their ratification.

Section 2. Approval of Amendments. A majority affirmative vote of the Executive Committee shall be necessary to constitute approval of that body and a two-thirds majority of those voting shall be necessary to constitute ratification of an amendment by the membership

BY-LAWS OF THE MICHIGAN NATURAL AREAS COUNCIL

ARTICLE I. DUES.

1. The annual membership dues for individual and organizational membership shall be established by the Executive Committee.

2. All dues shall be for the period of the fiscal year and are payable in advance.

3. The Treasurer shall issue statements of dues on or before December 1 for the calendar year immediately following, and at least two subsequent statements if dues have not been paid. At least sixty days shall elapse between any two notices.

4. No members shall be dropped from the mailing list because of non-payment of dues until they have been delinquent for at least six months.

ARTICLE II. CONDUCT OF MEETINGS

1. All meetings shall be conducted in accordance with accepted rules of parliamentary procedure.

2. Non-members may be permitted to take part in discussions of matters before the membership at the discretion of the presiding officer, except discussions relative to proposed changes in the constitution or by-laws.

ARTICLE III. CATEGORIES OF NATURAL AREAS

Areas to be preserved, as set forth in Article III of the Constitution of the Michigan Natural Areas Council, may be classified in several categories, according to their intended use or uses and according to the policies relative to their protection and management, as follows:

1. Scenic Site

Definition: An area of land having unusual scenic values and which has been dedicated for their preservation and public enjoyment.

Area dedicated as scenic sites may include one or more types of intrinsic scenic values, such as vistas, waterfalls, rock formations, etc. Such areas should be so preserved and so managed to make the scenic values available to the public but at the same time preserving these values for enjoyment by future generations.

2. Nature Study Area

Definition: An area of land possessing significant natural history values, so located as to be available for general use in nature study, conservation education, and the development of knowledge of natural processes and dedicated for these purposes.

Areas dedicated as Natural Study Areas should be preserved in as natural a condition as possible consistent with their purposes. the construction of nature trails and/or trailside museums is deemed to be a proper form of development. It is recognized that convenient means of access, parking areas, and comfort facilities are required but their development should be consistent with the preservation required for the natural values of the area.

3. Natural Area Preserve

Definition: An area of land which contains one or more typical or unusual examples of various plant and animal communities and which has been dedicated for maximum preservation and for the observation and scientific study of these communities.

It is recognized that a high degree of protection will be necessary to maintain the various communities in their natural condition. Since this cannot be done under conditions which permit indiscriminate public access, these preserves should be relatively isolated, with adequate buffer areas surrounding them. Some means of access will be necessary both for protection of the tracts against fire, and so that they may be available for the purposes for which they are dedicated. Such access, by means of fire trails, normally closed to vehicular traffic, and by foot trails, should be held to a minimum, and should be so planned as not to destroy the natural values of the preserves. There should be no cutting or clearing of timber or vegetation within the preserves except as necessary to maintain the trails. Every effort should be made to maintain the existing water levels of the preserves by controlling the building of dams, drainage systems, road fills, etc., in the surrounding areas. The construction of dams, bridle trails, buildings, shelters, and recreational facilities within the preserves should be prohibited. Adequate protection should be extended to buffer areas in order to isolate effectively the Natural Area Preserve.

4. Nature Research Area

Definition: An area of land dedicated primarily for scientific research even though, whether because of its intrinsic nature or the wishes of the owner or managing agency regarding its use, it may not be satisfactorily classified in one of the other categories.

While research is always encouraged in Natural Areas, a Nature Research Area is dedicated primarily for that purpose. Such an area should have significant scientific values because of its natural features an/or because of its past, present, or proposed future uses. For example, it may contain rare or highly unusual plants or animals, but be too small a tract to consider as a Natural Area Preserve; or it may require more restricted use than the general Nature Study Area; or it may lack the "natural" qualities usually associated with other areas, either because of past disturbance or the necessity of management in order to preserve the habitat. Specific policies regarding any Nature Research Area must be established at the time of dedication, in view of the particular restrictions which are necessary in order to accomplish the purposes intended in preservation of that area.

5. Managed Tract

Definition: An area in which specific desired habitats are maintained or established by artificially regulating or manipulating the conditions which control the environment.

Managed tracts may serve one or more of several purposes: (1) To maintain a certain typical successional stage. (2) To preserve certain species of plants or animals, particularly species that may be rare or in danger of extinction. (3) To promote the establishment or maintenance of a specific population class, such as wildfowl, aquatic species, etc. (4) To determine the effect of certain management practices, such as spraying, burning, flooding, cutting, chemical treatment, etc., on the environment. (5) To carry out specific research studies on natural vegetation or native populations. (6) To furnish material for certain types of education training. (7) To provide open spaces for a variety of outdoor activities in natural surroundings.

In the establishment of Managed Tracts is imperative that the primary use of the area by clearly designated. Often secondary uses may be stipulated as long as these uses do not conflict with the primary use for which the area was established.

6. Nature Reservation

Definition: A tract of land containing one or more dedicated or potential Nature Research Areas, Managed Tracts, Natural Area Preserves, Nature Study Areas and/or Scenic Areas, together with such buffer and service areas as may be required for these special classes of areas, and designated as a Nature Reservation for the purposes of administration for the protection of the natural history values contained within that tract of land.

Any dedicated special areas in the above five classes, shall be subjected to the general policies relative to the protection of such areas. Nature Reservations containing potential but as yet undesignated special areas should be so managed as to give a high degree of protection to such portions as may be recognized as potential special areas pending adequate study of the desirability of their dedication as special areas. Elsewhere in the reservation such improvements as access roads, trails, parking areas, and other facilities required for public use would be permissible. Utilities and services required for the administration of adjacent lands may be permitted. All such improvements, however, should be so adjusted as to preserve the natural features which distinguish the area. The surroundings of any included special area should be preserved in a natural state to the extent feasible and the whole area should retain a natural appearance. Areas for intensive recreation or such other activities which might tend to change or destroy the natural history value of the area should be prohibited. Further classification of the Areas or Scenic Sites may be made at any time, but any designation as a Natural Area Preserve should be permanent.

The term "Buffer Areas," as employed above, means tracts of land or water within a Nature Reservation which may or may not have special natural history values of their own, but are so located to tend to isolate the special areas and to preserve the natural values of the special areas.

ARTICLE IV. PROCEDURES RELATIVE TO THE ESTABLISHMENT OF PROPOSED NATURAL AREAS

1. Any interested person or persons may propose an area for classification under one of the categories of protected areas. Such proposal should be in writing, addressed to the Michigan Natural Areas Council, and shall set forth the location of the area, the general boundaries, and the reasons why it should be accorded protection.

2. All communications proposing the classification of an area as a natural area shall be referred to the Natural Areas Screening Committee. It shall be the duty of this committee to consider all available evidence relative to the proposed areas and to make a recommendation to the Council. If it appears that the area is unsuited for any of the categories of natural areas, the Screening Committee shall recommend to the Council that the proposal be tabled until additional persuasive evidence in favor of its classification be presented. If it appears that the area possibly may be suited for classification under one or more categories of natural areas, the Screening Committee shall recommend that a Reconnaissance Committee be appointed to study the proposed area. However, if it appears from the evidence available that the area is suited exclusively for a Scenic Site, the Screening Committee shall refer the proposal to the Scenic Sites Committee.

3. If the Screening Committee recommends the appointment of a Reconnaissance Committee, the Chairman of the Council shall appoint such a committee of at least two and preferably three members, one of whom shall be a competent naturalist. If possible, the person originally proposing the area shall be a member of the committee.

4. The Reconnaissance Committee shall make a study of the area and make a report thereon. This report shall describe the area, giving precise boundaries, and its natural features with an appraisal of their value for preservation under one or more categories of natural areas and the practicability of such preservation. The report shall show the amount of field work on which it is based and by what persons this work was done. This committee shall make specific recommendations as to the classification, if any, recommended for the area.

5. The Reconnaissance Committee report shall be sent to the Screening Committee. If the Screening Committee finds that the report lacks any essential information, it shall be returned to the Reconnaissance Committee with a special statement of the information required. If the Screening Committee is satisfied that the report is complete, they shall make a report to the Council or the Executive Committee regarding the suitability of the area for classification as a natural area.

6. When the Screening Committee recommendation is received, the proposal shall be placed on the agenda for an early meeting of the Michigan Natural areas Council. If the Council votes to support the preservation of the area, the Chairman of the Council shall appoint at least three members of the Council as a Site Committee and request, in writing, that the present or prospective owners or the managing agency for the land in question appoint at least one, and not more than three, persons to cooperate with the Site Committee. If possible, one member of the Site Committee shall have served on the Reconnaissance Committee. At least two members of the Site Committee and at least one representative of the managing agency shall meet together in the field to determine the boundaries of the proposed natural areas. After its study the Site Committee shall prepare a formal report which shall include a map of the area under consideration, boundaries and descriptions of specially designated natural areas, such as Nature Reservations, Nature Study Areas, Natural Areas Preserves, and Scenic Sites with emphasis on the special qualities which make these areas worthy of classification. Before this report is presented to the Council it shall be examined by the Screening Committee in order to determine whether the report is adequate or whether further field or research work is needed. The completed report shall be presented to the Council or the Executive Committee for approval.

6a. If the Reconnaissance Committee includes members of the managing agency or representatives of the owners, then the reconnaissance report can serve as a site report.

7. If the Natural Areas Screening Committee considers that an area is suited exclusively for a Scenic Site (Section 2 above), the procedures shall be the same as those given in Sections 2 to 6 above except that the Negotiating Committee shall carry out whatever negotiations may be necessary to obtain the dedication or classification of the proposed areas as recommended by the Michigan Natural Areas Council. The Negotiating Committee shall report from time to time, to the Executive Committee and to the Council in regard to the progress of negotiations in regard to all areas which have been referred to them.

ARTICLE V. AMENDMENTS TO THE BY-LAWS

Section 1. Proposal of amendments. Amendments to the By-laws may be proposed in the same manner as amendments to the Constitution (Article XI, Section 1).

Section 2. Approval of Amendments. Amendments to the By-laws shall be submitted to the membership in the same manner as amendments to the Constitution but only a simple majority of those voting shall be necessary to constitute ratification of an amendment to the By-laws by the membership.

William Brodowicz, Secretary June 1995