Bylaws
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.
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