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 Society Bylaws Minimize

Revised November 2016

  1. Name & Location
  2. Objectives
  3. Structure
  4. Membership
  5. Dues & Charges
  6. Board of Directors
  7. Officers
  8. Nominations & Elections
  9. Meetings & Voting
  10. Publications
  11. Committees, Divisions, & Boards
  12. Staff
  13. Fiscal & Legal Procedures
  14. Dissolution
  15. Amendments

Article I: Name & Location

Section 1—Name

The name of this organization shall be the Society for American Archaeology, a nonprofit corporation incorporated in the District of Columbia.

Section 2—Offices

Offices of the Society shall be located in the District of Columbia and/or in such other localities as may be determined by the Board of Directors.

Article II: Objectives

The objectives of this Society shall be

  • To promote and to stimulate interest and research in the archaeology of the American continents
  • To advocate and to aid in the conservation of archaeological resources
  • To encourage public access to and appreciation of the aims, accomplishments, and limitations of archaeological research
  • To serve as a bond among those interested in American Archaeology, both professionals and nonprofessionals, and to aid in directing their efforts into scientific channels
  • To publish and to encourage the publication of archaeological research
  • To foster the formation and welfare of regional and local archaeological societies
  • To discourage commercialism in archaeology and to work for its elimination
  • To operate exclusively for scientific and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code
  • To engage in any and all lawful activities incidental to the foregoing purposes
  • To promote discussion and education about the ethical practice of archaeology

In pursuit of its objectives, the Society shall promote and support all legislative, regulatory, and voluntary programs that forbid and discourage all activities that result in the loss of scientific knowledge and of access to sites and artifacts. Such activities include, but are not limited to, irresponsible excavation, collecting, hoarding, exchanging, buying, or selling archaeological materials. Conduct that results in such losses is contrary to the ideals and objectives of the Society.

Article III: Structure

The Society shall be composed of members. It shall have:

  1. a Board of Directors (hereafter, "Board") which, in addition to such duties as may be prescribed in these Bylaws, shall act as the policy making and administrative body;
  2. Committees of the Society; and
  3. such officers, contractors, and employees as are necessary to accomplish its purposes.

To achieve the objectives of the Society, the Board may approve organizational units such as boards, councils, or divisions to serve special interests of the members. In addition, the Board may approve establishing relationships with other archaeological societies and associations, allied groups, and groups of avocational and amateur archaeologists. The Board may establish such terms and conditions to relate to recognized societies and groups as it considers desirable.

Article IV: Membership

Section 1—Membership Basis

Membership is open to any person who subscribes to the objectives of the Society, without regard to sex, race, religion, nationality, age, sexual orientation, disability, marital or veteran status.

Section 2—Classes of Members

The membership shall consist of the following classes:

  • Member
  • Student Member
  • Retired Member
  • Joint Member
  • Life Member
  • Associate Member
  • Honorary Member

Section 3—Membership Eligibility

Any person who is engaged in archaeology in a professional or avocational manner or any related aspect thereof or any other person who supports the objectives of the Society shall be eligible to become a Member.

Section 4—Student Member

Any person matriculating in an educational institution pursuing candidacy for a degree (Associate or higher) in a field of study related to some aspect of archaeology shall be eligible for membership as a Student Member.

Section 5—Retired Member

Any Member who has retired from professional life in a remunerative capacity and is age 65 or over shall be eligible for Retirement membership. Individuals in a Retired status shall retain all rights and privileges previously held.

Section 6—Joint Member

Any person who is a spouse or domestic partner of a Member and who supports the objectives of the Society shall be eligible to become a Joint Member.

Section 7—Life Member

Any person who supports the objectives of the Society may become a Life Member under conditions as determined by the Board.

Section 8—Associate Member

Any person, including any individual teaching in an educational institution, who supports the objectives of the Society may become an Associate Member under the conditions determined by the Board.

Section 9—Honorary Member

Honorary membership may be conferred upon individuals and/or organizations at such time and under such terms as the Board shall determine.

Section 10—Membership Privileges

  1. All classes of members shall enjoy the privileges of the Society except where certain privileges are specifically restricted to a specific class of member in these Bylaws.
  2. Joint Members and their spouses shall be eligible to receive one copy of all Society mailings which is sent to the spouse, except for election material which is sent to both.
  3. Associate and Honorary Members are nonvoting members who shall enjoy all other privileges of membership except the receipt of scholarly journals.

Section 11—Membership Application

Membership application procedures shall be established by the Board and set forth in Board policies.

Section 12—Suspension for Non-Payment of Dues

Any member whose dues are 30 days past due shall be suspended and all privileges of membership discontinued. Members suspended for nonpayment of dues may be reinstated at any time upon payment of the current year's dues.

Section 13—Termination of Membership

  1. The Board may, by three-quarters vote of the members present and voting, remove from the membership rolls any member whose acts are contrary to the ideals, objectives, and accepted standards of the Society as set forth in these Bylaws or Board policies or who otherwise makes improper use of membership in the Society. The action of the Board may be subject to any appeals to the Society at its Annual Business Meeting.
  2. The membership of those members who are under suspension for nonpayment of dues at the close of a membership year shall be terminated.

  

Article V: Dues & Charges

Section 1—Annual Dues

  1. The annual dues, payable in United States funds, shall be fixed by the Board.
  2. The rates for annual dues may differ by membership class and/or by other criteria determined by the Board.
  3. The subscription benefits may differ by membership class and/or by other criteria determined by the Board.

Section 2—Other Charges

  1. Each member shall pay such charges for meetings and activities and such other charges for material as may be determined by the Board.
  2. Policies and charges on services and materials for non-members shall be determined by the Board


Article VI: Board of Directors

Section 1—Authority and Responsibility

The governing body of this Society shall be the Board. The Board shall have supervision, control, and direction of the affairs of the Society, its committees, and publications; shall determine its policies or changes therein; shall actively pursue its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2—Composition

The Board shall be composed of a President, Treasurer, Secretary, and six Board members-at-large and, in addition, a President-elect and a Secretary-elect in the even numbered years following the Annual Meeting of the Society and a Treasurer-elect in the odd numbered years following the Annual Business Meeting. The Executive Director shall be an ex-officio member of the Board without voting rights.

Section 3—Duration of Office

  1. The six Board members-at-large shall serve for a term of three years and until their successors have been elected or are appointed and qualified. The term of the Board members-at-large shall begin at the close of the Annual Business Meeting of the Society following their election.
  2. No Board Members-at-large who have served a full three year term shall be eligible for re-election as Board member-at-large until the Annual Business Meeting next following that at which the term of that office shall have expired.
  3. A member of the Board may resign upon presenting a written resignation to the President of the Society, and the resignation shall become effective upon acceptance by the Board.

Section 4—Meetings

The Board shall hold at least two meetings annually at such time and place as determined by the President and approved by the Board. Additional meetings of the Board may be called by the President or by the written request of a majority of the members of the Board provided that a written notice is sent to each member of the Board ten days prior to the meeting.

The members of the Board may participate in any meeting by teleconference call or by may means of communication by which all persons participating in the meeting are able to hear or to interact with one another, and such participation shall constitute presence in person at such meeting.

The Board may take action without a meeting only if the action to be taken is approved by all Board members and one or more writings describing the action to be taken is signed (by any means authorized by Board policy including electronic signatures) by all Board members and delivered to the Society.

Section 5—Quorum and Voting

  1. At any meeting of the Board, a simple majority of the voting members of the Board shall constitute a quorum for the transaction of the business of the Society.
  2. Unless otherwise specifically provided by these Bylaws, a majority vote shall govern. No member shall vote by proxy.
  3. The members of the Board may participate in any meeting by conference telephone call or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at such meeting.
  4. The President may request action by the Board between meetings of the Board by mail ballot, telephone vote, or other electronic means, with appropriate documentation. Such actions taken by a majority of all voting members of the Board shall constitute a ballot action and shall be reported at the next meeting of the Board.

Section 6—Vacancies

Vacancies on the Board among the six Board members-at-large which occur between the Annual Business Meeting of the Society shall be filled by appointment by the Board. Such appointment shall be effective only until the next regularly scheduled election of the Society and succession into position at the Annual Business Meeting following the election, at which time the vacancy shall be filled by the newly elected member.

Section 7—Absence

Any elected officer or Board member-at-large who shall have been absent from two consecutive regular meetings of the Board during a single administrative year shall automatically vacate the seat on the Board, and the vacancy shall be filled as provided by the Bylaws; however, the Board shall consider each absence of any elected officer or committee member as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.

Section 8—Removal

A director may be removed with or without cause by the affirmative vote of two-thirds of the members entitled to vote on the removal of directors, at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such members stating that a purpose of the meeting is to vote on the removal of the named director(s).


Article VII: Officers

Section 1—Officers

The officers of the Society shall be a President, a Secretary, and a Treasurer.  All officers-elect are elected by the membership of the Society. The officers-elect shall automatically succeed to their designated office at the completion of the incumbents' term of office.

Section 2—Qualifications for Officer

Any individual who is a voting member of the Society in good standing shall be eligible for nomination and election as an officer.

Section 3—Term of Office

Each elected officer shall take office immediately upon the conclusion of the Annual Business Meeting of the Society. The President-elect, Secretary-elect, and the Treasurer-elect shall serve for a term of one year from the close of one Annual Business Meeting to the close of the next Annual Business Meeting. No elected officer shall serve for more than one full term in the same office. The President, Secretary, and the Treasurer shall each serve for a term of two years.

Section 4—Removal

Any officer of the Society may be removed by a three-quarters vote of the Board present and voting whenever in its judgment the best interest of the Society would be served thereby.

Section 5—Vacancies

  1. If there is any vacancy for any reason in the office of the President, Secretary, or Treasurer, the officer-elect for that position shall succeed to the office immediately and shall have all the powers and perform all the duties of the office.
  2. If there is a vacancy for any reason in any office which cannot be filled by the provisions for succession to office, the Board may appoint from its own membership an officer pro tempore to perform the duties of the vacated office until the office is filled by an election by the membership.


Section 6—President

The President shall be the presiding officer of the Society and Chairperson of the Board. The President shall also serve as an ex-office member of all committees except the Nominating Committee and shall make all required appointments of standing and special committees. At the Annual Business Meeting of the Society, and at such other times as deemed proper, the President shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Society. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board.

Section 7—President-elect

The President-elect shall succeed to the Presidency. The President-elect shall perform such duties as are delegated or assigned by the President or the Board and shall perform the duties of the President in the event that individual is unable to serve.

Section 8—Secretary

The Secretary shall oversee the proper recording of proceedings of meetings of the Society and the Board, shall insure that accurate records are kept of the corporation and all members, that appropriate archival procedures are used, and such other duties as from time to time may be assigned to the office by the President or the Board. Corporate record shall be kept at the Society's principal office.

Section 9—Secretary-elect

The Secretary-elect shall succeed to the office of the Secretary. The Secretary-elect shall perform such duties as are delegated or assigned by the President, the Secretary, or the Board, and shall perform the duties of the Secretary in the event that individual is unable to serve.

Section 10—Treasurer

The Treasurer shall oversee the Society's funds and records; the collection of members' dues; the establishment of proper account procedures for the handling of the Society's funds; the performance of an annual audit by a Certified Public Accountant; and, further, shall report on the financial condition of the Society at all meetings of the Board, at the Annual Business Meeting, and at other times as called upon by the President.

Section 11—Treasurer-elect

The Treasurer-elect shall succeed to the office of Treasurer. The Treasurer-elect shall perform such duties as are delegated or assigned by the President, the Treasurer, or the Board, and shall perform the duties of the Treasurer in the event that individual is unable to serve.

Section 12—Assistant Secretary-Treasurer

The Executive Director shall serve as the Assistant Secretary-Treasurer, and shall perform such duties as may be assigned to the office by the President, the Secretary, the Treasurer, or the Board.
  

Article VIII: Nominations & Elections

Section 1—Nominating Committee

  1. A Nominating Committee, for the nomination of officers, members-at-large of the Board, and two members of the Nominating Committee, shall be composed of four members and a Past Officer. The Past Officer shall be the Chairperson of the Nominating Committee and shall vote in case of a tie. A quorum shall consist of three members of the Committee and the Past Officer.
  2. No member of the Nominating Committee shall hold elective office in the Society at the time of appointment to the Nominating Committee.
  3. Two of the four members of the Nominating Committee shall be elected by the general membership each year by ballot sent either by mail or by electronic means. The other three members of the Nominating committee shall be elected at the first meeting of the Board following the close of the Annual Business Meeting of the Society. At that time, the President shall submit to the Board a list of at least seven names including two Past Officers. From this list, the Board, shall, by preferential voting, elect two members and a Past Officer.
  4. The names of the members of the Nominating Committee shall be published to the membership. There shall also be a listing of the offices to be vacated for which nomination will be made for the ensuing year with a notice that members may suggest the names of candidates for such office to the Nominating Committee before.

 

Section 2—Duties of Nominating Committee

The Nominating Committee shall nominate one or more member candidates for the offices of the Secretary-elect and Treasurer-elect for the year those offices will be vacant. For the other offices, the Nominating Committee shall nominate two member candidates. All prospective nominees must indicate to the Nominating Committee their willingness to serve as an officer, as a member-at-large of the Board, or as a member of the Nominating Committee.  The Nominating Committee shall fulfill such other duties as may be prescribed to it by the Board.

Section 3—Election Procedure

  1. Each voting member shall be entitled to vote for one candidate for each position. Voting shall be by either mail or electronic ballot. Ballots shall be sent to the members in good standing by the Secretary at least 30 days before the Annual Business Meeting. To be counted as votes, ballots (regardless of format) must be received by the Secretary on or before a date specified, but no less than ten days before the Annual Business Meeting.
  2. The Secretary, along with the Assistant Secretary-Treasurer, will administer the elections.
  3. The candidate for a position who receives the highest number of votes shall be declared elected to that position. In the event of a tie vote, the Board shall select among the tied candidates at a meeting of the Board prior to the Annual Business Meeting of the Society.

The results of the elections shall be announced by the Secretary at the Annual Business Meeting.
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Article IX: Meetings & Voting

Section 1—Annual Business Meeting of the Society

  1. The Annual Business Meeting of the Society shall be held at such time and place as the Board shall determine. Notice of said meeting shall be given to all members no fewer than ten and no more than 60 days before the meeting date.
  2. Should the Board decide that unusual conditions make inadvisable the holding of an Annual Business Meeting, then a meeting of the Board shall be held in lieu thereof. Such actions shall require a two-thirds vote of the Board in favor of such action.
  3. Should the Annual Business Meeting be dispensed with by order of the Board, the President-elect shall become the President of the Society at the close of the Meeting held in lieu of the Annual Business Meeting.

 

Section 2—Special Meetings

Special meetings of the Society may be called by the Board at any time, or shall be called by the President upon receipt of a written request by ten percent of the paid voting membership as listed in the current membership list, specifying the purpose of such meeting. At such special meeting, no business shall be transacted except as specified in a notice to members. Written notice of such meeting shall be given to all members not less than 30 days and no more than 60 days prior to the date thereof.

Section 3—Joint or Regional Meetings

Joint or regional meetings for the purpose of discussing archaeological problems, symposia, and matters of mutual interest among members and/or other related parties may be called by the President upon approval of the Board.

Section 4—Referendum

A referendum vote shall be held by ballot at any time upon the initiation of the Board or a signed petition to the Board by ten percent of the paid voting membership as listed in the current membership list. Ballots shall be sent to members. In order that they may be counted as votes, ballots must be placed in the mail or cast electronically by members not more than 30 days after the date when they were mailed and/or sent electronically to members. A majority of votes received shall constitute the deciding vote. The Secretary shall certify the vote to the Board.

Section 5—Voting

At any meeting of the Society, only voting members shall have the right to vote, Votes may be cast in person at a meeting or by ballot delivered by the member to the Society . Voting by proxy shall not be permitted.

Section 6—Quorum of Members

Upon the convening of any Annual Business Meeting or special meeting of members, a quorum shall consist of 5 percent of those voting members registered for said meeting, provided that no less than 100 voting members are present.

Section 7—Rules of Order

The rules contained in the current edition of Robert's Rules of Order shall govern the conduct of meetings of the Society in all cases to which they are applicable and which they are not inconsistent with these Bylaws and a special rules the Society or the Board may adopt.
  

Article X: Publications

Section 1—Journal and Other Communications

The Society shall publish a journal to be known as American Antiquity and other publications approved the Board.
Each class of member shall receive such publication as the Board may designate.

Article XI: Committees & President's Advisory Board

Section 1—Committee Structure

The Society shall be organized with the following type of committee structure:

  1. Subcommittees of the Board composed of members of the Board which are intended to facilitate the work of the Board in providing advisory information;
  2. Standing committees which are identified in the Bylaws and which are intended to facilitate the cooperation of the Society as indicated by the Bylaws;
  3. Advisory committees operating with broad descriptions and which provide advisory and administrative activity; and Task Forces which perform specific activities for a defined term.

Section 2—Committee Formation and Operation

The Board shall create and dissolve each committee, designate charges, and establish policy with regard to budget, size, type of membership, and term. Except where the Bylaws specifically state the formation of a committee, the President shall appoint members to the committees of the Society; committee chairs shall be appointed by the President with the advice and consent of the Board.  The following are standing committees of the Society:

  1. Bylaws Committee
  2. Publications Committee
  3. Committee on Ethics


Section 3—President's Advisory Board

All Past-Presidents of the Society shall compose the President's Advisory Board, to which board the Executive Board may turn for advice at any time. Said advice, however, is not binding upon the Board, but merely advisory in character. Each President, upon completion of office, shall become a member of the President's Advisory Board and shall become its Chairperson for the ensuing two years.


Article XII: Staff

Section 1—Executive Director

There shall be an Executive Director of the Society who shall be an employee of the Society or a contractor to the Society.

Section 2—Duties

  1. The Executive Director shall manage, supervise, and direct the operations of the Society's headquarters office within the authority delegated by the Board. The Executive Director shall be an ex-officio member of the Board without voting rights, and shall serve as the Assistant Secretary-Treasurer.
  2. The Secretary, with the approval of the Board, may delegate any part or all of the duties of the Secretary, except the right to vote, to the Executive Director, provided that the Secretary will continue to be responsible for the supervision and proper performance thereof.
  3. The Treasurer, with the approval of the Board, may delegate any part or all of the duties of the Treasurer, except the right to vote, to the Executive Director, provided that the Treasurer will continue to be responsible for the supervision and proper performance thereof.

 

Article XIII: Fiscal & Legal Procedures

Section 1—Fiscal Year

The fiscal year of the Society shall be set by the Board.

Section 2—Fiscal Authority

The Board may receive by devise, bequests, donation, or otherwise, either real or personal property or both, and hold the same absolutely or in trust, and invest, reinvest, and manage the same, and apply said property and the income arising therefrom to the purposes of the Society except where restricted by these Bylaws.

Section 3—Funds

The Board may establish and maintain designated funds as set forth in Board policy.


Section 4—Annual Budget

The Board shall adopt a budget each fiscal year.

Section 5—Non-Compensation

No member of the Board acting in the capacity as an officer or board member-at-large shall receive compensation for services rendered. Travel expenses personally incurred by the Board members attending to the business of the Society shall by paid by the Society in accordance with rules and procedures adopted by the Board.

Section 6—Annual Financial Report and Audit

The Treasurer shall provide to the Board at each regular meeting a report of the Society's financial status. An annual financial report subsequently shall be published by the Board.
The Board shall appoint an independent Certified Public Accountant to audit the financial records of the Society and submit an annual audit report.

Section 7—Deficit Financing

No financial obligation in excess of funds available in the treasury shall be assumed by the Board or by any officer on behalf of the Society except when approved by a two-thirds vote of the Board.

Section 8—Legal Counsel

The Board may appoint legal counsel to act as general legal counsel and to advise in the legal affairs of the Society.

Section 9—Indemnification

Every officer, Board member, employee of the Society, and such others as specified from time to time b: the Board, shall be indemnified by the Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party or in which they may become involved, by reason of being or having been an officer, Board member, or employee of the Society, or any settlement thereof, whether the person is an officer, Board member, or employee at the time such expenses are incurred, except in such cases wherein the officer, Board member, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which the indemnified may be entitled.



Article XIV: Dissolution

The Society shall use its funds only to accomplish the objectives specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Society. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board.

  

Article XV: Amendments

Section 1—Originating Proposed Amendments

Amendments to these Bylaws may be proposed by the Board on its own initiative or upon petition by any 50 voting members of the Society. Such amendments shall be submitted to the Executive Director and to the Bylaws Committee for review and for preparation of a recommendation to the Membership.

Section 2—Approval of Bylaws

Amendments to these Bylaws shall be approved by vote at any of the following: 1) by a two-thirds affirmative vote of the members at an Annual Business Meeting; b) by a two-thirds affirmative vote of the members at a special meeting of the Society duly called; or c) by a majority vote of members via a mail or electronic ballot. In each instance, written notice of proposed changes shall be send to the members at least 30 days before such meeting or voting deadline.

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