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VERMONT
ARCHAEOLOGICAL SOCIETY, INC. BylawsSource: VAS
Newsletter, No. 44-45, July/September, 1983, pp. 6-8 with amendments of April
15, 2000. ARTICLE I. NAME, PURPOSES, AND GOALS Section 1 - Name. This non-profit membership society, without capital stock, incorporated under the laws of the State of Vermont, shall be known as THE VERMONT ARCHAEOLOGICAL SOCIETY. When officially required, the name shall include the added “Inc.” Section 2 - Purposes and Goals. The
purposes and goals of the Society are: Subscribing formally to the foregoing Purposes and Goals shall be a condition of membership. In aid of the named purposes and goals, the Society may hold both personal and real property. “Collecting, receiving, holding, and preserving” shall not infer an absence of power to manage, set priorities, to trade and sell, and to de-accession. “Interpreting” shall infer an educational sharing with members and the public, for example by exhibits, museums, workshops, publications, newsletters, reproductions, and kindred programs. ARTICLE II. MEMBERSHIP AND DUES Section 1 - Members. Any person or group desiring to join the Society shall become a member upon (a) formally subscribing to the Society’s “Purposes and Goals”, and (b) paying appropriate dues and fees. Section 2 - Membership Year. The membership year shall be the calendar year. Section 3 - Annual Categories and Dues. The Board of Directors shall determine the categories and dues or fees for annual membership. Section 4 - Life Membership. The Board of Directors may offer life memberships to natural persons and determine the one-time fee thereafter. Section 5 - Honorary Membership. The Board of Directors may grant honorary memberships. Section 6 - Expulsion of Members. The Board of Directors, by a two-thirds (2/3) vote of the entire board, may expel any member of the Society whose conduct shall be found contrary to the purposes, goals, ideals, objectives, or accepted standards of the Society, provided that prior to such expulsion the member shall have been granted a hearing before the Board of Directors. ARTICLE III. MEETINGS Section 1 - Annual Meeting. The annual meeting for the election of the required number of Directors and Auditors, and for other business properly before the annual meeting, shall be in the fall at a time and place suitably determined in advance by the Board of Directors. Section 2 - Special Meetings. Special meetings of the Society may be called from time to time at the discretion of the Board of Directors, or of the President, or on the call of five directors. Whenever requested by ten percent of the members entitled to vote, the President (or in his absence or failure to act, the Vice President) shall call a special meeting. Section 3 - Warning or Notice of Meetings. Written warning or notice of the time and place of the Annual Meeting or any special meetings shall be mailed to each current member at least (15) days prior to the date set for such a meeting. The notice shall specify the business to be brought before the meeting, and unless it be an Annual Meeting, no other business shall be acted upon. At special meetings, this shall not bar consideration of and the taking of the sense of the meeting on other matters, but shall bar binding actions as to these unwarned other matters. Section 4 - Quorum. A quorum for the transaction of business (other than adjourning) at any meeting shall be ten percent (10%) of the current members of the Society. ARTICLE IV. GOVERNANCE Section 1 - Board of Directors. The Board of Directors shall consist of twelve (12) Directors elected by classes, and the following ex officio: the Treasurer; the two (2) most recent past Presidents; and, the Editor of the Newsletter, the Editor of the Journal, and the Webmaster (if any of these are not otherwise members of the Board). No person shall be nominated, appointed or elected Director unless that person has been a member of the Society for at least the full twelve (12) months immediately preceding the day so nominated, appointed or elected. Once the staggered terms are established, four (4) of the Directors shall be elected at each Annual Meeting for 3-year terms. Section 2 - Officers. The officers of the Society shall be a President, a Vice President, and a Secretary, all of whom shall be elected by the Board from among the twelve (12) Directors elected by classes (or their replacements); and a Treasurer and an Editor, all of whom shall be appointed by the President with the approval of the Board of Directors. Section 3 - Auditors. There shall be at least one auditor, whether a firm or an individual, but if individuals, then not more than three (3). In any case, the Auditor or Auditors shall have standing independent of the rest of the governance. The Annual Meeting may impose its choice among (a) mandating the Board of Directors to appoint an Auditor and Auditors from within the Society’s membership, (b) mandating the Board of Directors to hire outside Auditors, or (c) itself directly selecting an Auditor or Auditors. If it does not, Directors shall use their discretion between (a) and (b). ARTICLE V. ANNUAL ELECTIONS Section 1 - Nominations. A Nominating Committee of three (3) to five (5) members shall be appointed by the President, with the approval of the Board of Directors, at least ninety (90) days in advance of the Annual Meeting to prepare a list of nominees for the positions to be filled. No one shall be a nominee without having agreed to serve if elected. The list shall have one nominee, but not more than two (2) for each position to be filled, and shall be furnished to the Secretary in time to be sent out to the membership with the warning of the Annual Meeting. Other nominations may be made if endorsed by five (5) or more current members of the Society and submitted in timely fashion to the Nominating Committee, which shall then transmit such nomination separately to the Secretary if they are not already included in the Committee’s list. Section 2 - Limitations on Successive Terms. A member may serve only two (2) consecutive 3 year terms as Director except as he or she ex officio becomes a Director, but may, of course, be nominated a Director again after one year elapses since the two (2) consecutive 3 year terms. A member may not serve more than three (3) consecutive one year terms as President or more than three (3) consecutive one year terms as Vice President, but may of course be nominated again after the lapse of a year since the three (3) consecutive one year terms. These limitations shall not affect interim elections or appointments to fill out unexpired terms. Section 3 - Balloting. Elections shall be by plurality of the votes cast by written ballot at each Annual Meeting. Section 4 - Beginning and End of Terms of Office. Those elected shall take office at the close of the meeting and shall serve until their successors have been duly elected and installed. Those appointed shall hold office as directed by the appointing authority, but if appointed by an individual, not beyond that individual’s own term of office. Section 5 - Vacancies. If the office of the President becomes vacant during the year, the Vice President shall vacate his own office and become President. The Board of Directors may, by a majority vote, fill all other vacancies arising from resignation or incapacity among the Officers or Directors. In the case of a Director, where staggered terms are involved, the appointment shall be until the next Annual Meeting, which shall then elect for the unexpired remainder of the term. ARTICLE VI. DUTIES OF THE BOARD OF DIRECTORS AND ITS EXECUTIVE COMMITTEE Section 1 - Board of Directors. The Board of Directors shall have general oversight of all the Society’s affairs and, under these By-laws and pertinent state and national laws, be responsible for the overall and for operating policies, except as such are handled by meetings of the Society itself. Action shall be by majority vote of those present at a duly constituted and warned meeting. Suitable warning of a proposed meeting shall be at least one week in advance, and may be by phone or in person in lieu of by letter. Section 2 - Meetings of the Board of Directors. The Board of Directors shall meet at least quarterly, on call of the President or the Vice President. An organizational meeting, as the Annual Meeting is concluding, shall be deemed normal and need not have a formal advance warning. Section 3 - Quorum of the Board of Directors Meetings. A quorum of the Board of Directors for the transaction of business (other than adjournment) shall be five (5) directors. Section 4 - Executive Committee of the Board of Directors. The Board of Directors may establish an Executive Committee to act for it between meetings in ways delegated to it by the Board or, in cases of emergency. The Executive Committee shall consist of the President, the Vice President, the Secretary and at least one other board member elected by the Board. Minutes of the Executive Committee shall be kept; the minutes and actions shall be reviewed by the full Board at its next meeting and, if accepted, ratified by the full Board. ARTICLE VII. DUTIES OF THE SOCIETY’S OFFICERS AND AUDITORS Section 1 - President. The President shall be the Society’s chief administrator, with executive supervision over the Society’s activities, and responsible for carrying out the policies of the Board of Directors, and for preparing any reports they authorize or direct. He shall be the official representative or delegate of the Society at outside functions, but may appoint others in addition or in his stead. He shall be responsible for preparing budgets, but shall have the assistance of all committees in his work, and may delegate the actual preparation to the Finance Committee. He shall preside at the Society’s meetings and, ex officio, he may at any time serve with other committees (except the Nominating Committee). Section 2 - Vice President. The Vice President shall assist the President and have such duties as the President delegates to him/her. In the event of the President’s incapacity or resignation, he shall become the President and vacate the office of Vice President, so that the Board of Directors may appoint a replacement Vice President. Section 3 - Secretary. The Society’s Secretary shall keep the minutes of the annual and special meetings of the Society and the Board of Directors. The Secretary shall assist the President regarding agendas for meetings and any official correspondence. Section 4 - Treasurer. The treasurer shall maintain the Society’s financial and membership records and have oversight and custody of all cash funds. He shall be responsible for the deposit of all receipts into accounts with financial institutions approved by the Board of Directors. Withdrawals normally will be on the Treasurer’s sole signature, but for a convenient alternative, any account’s signature cards shall carry the names of the President and Vice President. Transfers among accounts may be made at the discretion of the Treasurer. Payment of invoices, bills and expenses generally shall be made by check. The Treasurer, with the approval of the Board, may appoint an Assistant Treasurer. The Treasurer’s accounts shall be examined and audited with reasonable promptness after the close of each fiscal year which shall be the calendar year. Section 5 – Repealed. Section 6 - Newsletter Editor. The Newsletter Editor shall be responsible for publishing a Newsletter for the membership, preferably quarterly. Section 7 – Repealed. Section 8 - Auditor(s). The Auditor or Auditors shall examine and audit the Treasurer’s Accounts and Books with responsible promptness after the close of each fiscal year. He or they will be expected to take up with the Treasurer any resulting suggestions for improvements in procedures or accounting methods. ARTICLE VIII. STANDING AND AD HOC COMMITTEES Section 1 - Committee Policies and Procedures. Each committee, for continuity, orderly operation, and the information of the membership, shall maintain a current statement of the policies and procedures that govern its operations and have been approved by the Board of Directors. Section 2 - Other Committee Chairman. Other Committee chairman shall be appointed by the President with the approval of the Board of Directors. Section 3 - Education Committee. This committee shall be responsible for educating the public about (a) the thousands of years in Vermont’s past as revealed by prehistoric and historic archaeology, (b) the need for still more information and the methods used in acquiring such information, (c) the need for new ways to preserve and protect archaeological resources; and (d) the existence and activities of the Vermont Archaeological Society. It shall be alert to involve the public in archaeological activities as a demonstration and teaching of suitable archaeological methods, including, but not limited to, lectures, meetings, new releases, exhibits, films, demonstrations, filed surveys, collections, surveys, digs, and laboratory sessions. Section 4 - Finance Committee. This committee shall be responsible for all the fund raising and cash receipt operations of the Society that are consistent with the Financial Policies and Procedures as approved by the Board of Directors to meet the general and specific financial needs of the Society. Typical tasks performed by this committee are, but are not limited to, the administration of the sale of publications (Society Journals and Newsletters), the raising of funds through the recruitment of new members and the timely annual renewal of memberships in the Society, the registration of attendees at all Society sponsored meetings and other activities. This Committee may make recommendations concerning the level at which to set the dues and assist the President in the preparation of budgets and grant applications. This Committee shall consist of two (2) to four (4) members appointed by the President, with the approval of the Board of Directors plus a Committee Chairman who shall be the Treasurer of the Society. Section 5 - Long Range Planning Committee. Whereas other committees are chiefly concerned with current operations and matters coming up within the shorter range of one year, this committee shall endeavor to look well ahead to discern problems that are arising or could arise, to spot future trends and directions, and make recommendations concerning such to the Board of Directors. Section 6 - Repealed. Section 7 - Nominating Committee. See ARTICLE V, Section 1. Section 8 - Preservation Committee. This committee shall have the custodial possession of the Society. Section 9 - Publications Committee. This committee shall be responsible for the publications of the Society, including bulletins, monographs, journals, radio programs, etc. It shall recommend for approval of the Board of Directors those publications it wishes to implement. It shall work closely with the Newsletter Editor who may serve as its chairman. It shall also work closely with the Educational Outreach Committee. Section 10 – Temporary Committees. The Society’s President may establish, upon the approval of the Board of Directors, task oriented Temporary Committees as needed or desired. Temporary Committees so established shall serve at the pleasure of the President, but not beyond his/her term of office at which time the said Temporary Committee shall be dissolved. These Committees shall consist of three (3) to five (5) members including the Committee’s Chairman, appointed by the President, with the approval of the Board of Directors. ARTICLE IX. PARLIAMENTARY AUTHORITY Roberts Rules of Order (latest edition) shall be the parliamentary authority in cases not otherwise covered in these By-laws. ARTICLE X. AMENDMENTS TO THESE BY-LAWS Amendments to these By-laws may be proposed by a majority vote of the Board of Directors or by petition by members of the Society. Amendments proposed by petition must be submitted to the Secretary in writing and signed by at least five (5) members in good standing. The Secretary shall mail a copy of each proposed amendment to each member of the Society entitled to vote, mailing that at least two (2) weeks prior to the meeting at which the amendment is to be acted upon. An amendment may be adopted at any regular meeting or special meeting called for the purpose if voted by two-thirds (2/3) of the members present in person or by proxy (mail vote) and entitled to vote.
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