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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.