BYLAWS OF THE MIDDLE ATLANTIC ARCHAEOLOGICAL
CONFERENCE, INCORPORATED
Article I: Name
Article II: Purposes
Article III: Membership
Article IV: Officers
Article V: Executive Board
Article VI: Elections
Article VII: Meetings
Article VIII: Dissolution
Article IX: Amendments
Article X: Ratification
Amendments
Special Rules of Order
ARTICLE I
Name
The name of this organization shall be the Middle Atlantic Archaeological
Conference, Incorporated.
ARTICLE II
Purposes
The purposes of the Conference shall be:
To encourage, and serve as a forum for, archaeologists to exchange knowledge
on the archaeology of the Middle Atlantic region;
To publish, and/or encourage, the publication of, the general results of
archaeological research in the Middle Atlantic region;
To identify significant research problems and develop strategies by which
such questions can be approached;
To promote the dissemination of archaeological data to a wide audience,
including the general public.
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ARTICLE III
Membership
Section 1. Membership in this Conference shall be open to any
individual or institution sympathetic with the purposes in ARTICLE II upon the
formal application and payment of specific dues.
Section 2. Members are entitled to attend and/or participate in
Conference meetings, upon payment of the annual dues and Conference Registration
fees. Upon payment of the specific dues, each membership category shall receive
one copy of the Conference’s publications and communications. Individual
members are granted the right to one vote while joint members receive one vote
each.
Section 3. Membership in this Conference shall consist of four
categories: Individual, Joint, Student, and Institutional. Joint membership is
available to any two individuals sharing the same residence. Proof of student
status shall consist of submitting a photocopy of a current, valid student
identification card. Institutional members are not granted the right to vote.
Section 4. Annual dues shall be determined by majority vote of the
Executive Board.
Section 5. No member shall have the power to incur any debt in the
Corporation’s name unless authorized by the Executive Board.
Section 6. No member shall be personally liable for payment of the
Corporation’s debts except as they may be liable by reason of their own
conduct or acts.
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ARTICLE IV
Officers
Section 1. The administration and operation of the Corporation shall
be carried out by the elected Officers and an Executive Board, who shall be
members in good standing.
Section 2. The Officers of the Corporation shall consist of a
President, President-Elect, Recording Secretary, and Treasurer.
Section 3. The President shall preside over all meetings.
Section 4. The President-Elect shall serve as Vice-President and
exercise the duties of the President in the absence of the President.
Section 5. If neither of these officers is present, the Executive
Board shall elect one of its own members as President pro tempore.
Section 6. The Recording Secretary shall be the custodian of the
records for the Conference, including preparation of minutes of all meetings.
Section 7. The Treasurer shall be responsible for all funds of this
Conference, and shall maintain an official membership list. The Treasurer shall
pay all Corporation expenditures that have been approved in advance by the
Executive Board.
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ARTICLE V
Executive Board
Section 1. The four elected officers and a member-at-large shall
compose the Executive Board. The member-at-large will be appointed by the
officers of the Corporation and shall serve a two-year term.
Section 2. The Executive Board shall generally conduct the business of
the Corporation. If a member is on the Board in more than one capacity, he/she
is entitled to only one vote.
Section 3. A simple majority of the authorized board shall constitute
a quorum.
Section 4. A simple majority of this quorum shall constitute an
official act of the Corporation, subject only to possible veto or amendment of
any action by a two-thirds vote of the members present and voting an the annual
business meeting.
Section 5. The Board shall meet on call by the President (not less
than once per year) or at the written request of at least four members of the
Board.
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ARTICLE VI
Elections
Section 1. At least six months before election, the President shall
appoint a Nominating Committee to prepare a slate of nominees, who are in good
standing, to submit at the annual business meeting. The Nominating Committee
shall obtain the consent of the nominees before submitting their names for
election.
Section 2. Other nominations may be made from the floor by the
membership at the annual business meeting.
Section 3. Officers shall be elected by a simple majority of the votes
cast by the members present.
Section 4. Officers shall be elected for two-year terms at the annual
business meeting of the Conference, with elections held in even numbered years.
The President-Elect shall become President for the ensuing two-year term.
Section 5. Vacancies occurring between elections may be filled by
appointments made by the President, with the concurrence of a majority of the
Executive Board.
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ARTICLE VII
Meetings
Section 1. There shall be an annual meeting of the Conference that may
include, but not be limited to, the presentation of formal papers, round-table
discussions, and workshops. Dates of the Conference shall be determined one
calendar year in advance by a majority of the members present at the meeting.
Section 2. The President, with the concurrence of a simple majority
vote of the membership, shall annually appoint a Program Chairperson and the
Arrangements Chairperson for the next Annual Conference Meeting.
Program Chairperson shall arrange for the Annual Conference, selecting
session chairpersons, compiling the meeting’s program and abstracts, and
handling all matters pertaining thereto in such organization.
Arrangements Chairperson shall, on behalf of the organization, obtain
meeting space for the sessions, with proper accoutrements, organize registration
information, and obtain meeting space for the Annual Business Meeting held
during one evening of the Annual Conference.
Section 3. The annual meeting of the Conference shall also include the
annual business meeting of the Corporation. The business meeting shall include
on its agenda any matter deemed desirable or necessary by the President, a
synopsis of actions taken by the Executive Board, elections of officers (when
due), discussion and voting on motions from the floor, and discussions and
voting on any action taken by the Executive Board which may be challenged by a
member. An action taken by the Executive Board may be annulled or amended by a
two-thirds vote of the members present and voting.
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ARTICLE VIII
Dissolution
The Corporation shall have perpetual existence until such time as it is
dissolved. Dissolution of the Corporation shall be implemented by a resolution
of the Executive Board, approved by two-thirds vote of the membership. Upon
dissolution all outstanding debts will be paid. Remaining assets shall be
distributed for one or more exempt purposes within meaning of section 501(c)(3)
of the Internal Revenue Code, or corresponding section of any future federal tax
code, or shall be distributed to the federal government, or a state or local
government, for a public use.
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ARTICLE IX
Amendments
These Bylaws may be amended from time to time by action of the Executive
Board, subject to the approval or amendment by the assembled members at the
business meeting of the Conference.
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ARTICLE X
Ratification
These Bylaws were adopted at the annual meeting of the Middle Atlantic
Archaeological Conference, Inc. held at Ocean City, Maryland, on April 9, 1994.
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AMENDMENTS
1. The President shall form ad-hoc committees, as from time to time may
be deemed necessary, to conduct the business of the Conference.
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SPECIAL RULES OF ORDER
Rule 1. The Corporation shall engage in lawful acts
or activities for which corporations are organized under the General Corporation
Law of Delaware. The Corporation is organized exclusively for charitable,
religious, educational, and/or scientific purposes under section 501(c)(3) of
the Internal Revenue Code.
Rule 2. The Membership Year of this Conference shall run from January 1
through and including December 31. The fiscal year shall run from July 1 through
and including June 30.
Rule 3. The registered office of the Conference in the State of Delaware
shall be at 1019 Cypress Road in the City of Wilmington, County of New Castle.
The registered agent in charge thereof is Business Incorporators, Inc., 1019
Cypress Road, Wilmington, DE 19810.
The Corporation may also have offices at such other places as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.
Rule 4. 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 the purposes set forth in Article II of these
by-laws.
Rule 5. 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 in (including the
publishing or distribution of statements) any political campaign on behalf of
any candidate for public office.
Rule 6. Notwithstanding any other provision of these by-laws, the
Corporation shall not carry on any other activities not permitted to be carried
on by any organization exempt from federal income tax under section 501 (c)(3)
of the Internal Revenue Code, or corresponding section of any future federal tax
code.
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Generated February, 2002 (dws)
