BYLAWS OF THE NORTH CAROLINA ARCHAEOLOGICAL SOCIETY, INC.
(A Non-profit Corporation)
ARTICLE I - MEMBERSHIP
Section 1. Membership is open to any person who supports the charitable, educational, and scientific purposes of the Corporation, without regard to sex, race, religion, or nationality.
Section 2. Membership in the Corporation shall include the following categories: Honorary, Life, Family Life, Sustaining, Regular (individual), Family, and Student.
Section 3. Application for membership shall include written subscription to the ideals, objectives, and accepted standards of the Corporation.
Section 4. Membership in the Corporation shall be denied to any person who violates accepted standards of archaeological conduct by misusing archaeological materials or sites for commercial purposes, or by failing to behave in a responsible manner with respect to the archaeological record.
Section 5. The Board of Directors may, by three-quarters vote, remove from the membership rolls any member whose acts are contrary to the ideals, objects, and accepted standards of the corporation as set forth in the Articles of Incorporation, or who otherwise makes improper use of membership in the Corporation. The action of the Board may be appealed to the membership at the next Annual Meeting.
Section 6. Annual dues of Sustaining, Regular, Family, and Student members shall be fixed by the Board of Directors.
Section 7. Honorary membership may be conferred by the Board on any individual who has made notable contributions to achieving the goals of the corporation. Such members shall be exempt from payment of dues.
Section 8. Life membership may be attained by a single payment, the amount of which shall be fixed by the Board of Directors. This payment must be at least ten times the current annual dues for Regular membership.
Section 9. Each member shall have one vote in the transaction of the corporation's business and shall be eligible for any elective or appointive office, subject only to the restrictions defined in these Bylaws and the articles of incorporation. Each Life, Sustaining, Regular, and Student member shall receive all the corporation's regular publications for the year or years covered by that member's dues. Each member Family shall be entitled to only one set of publications for the year or years enrolled. Honorary members may or may not receive regular publications, at the individual discretion of the Board.
Section 10. Any library, museum, university, school, or other institution or agency may subscribe to the publications of the Corporation without privilege of membership. The annual cost of subscriptions shall be fixed by the Board of Directors.
ARTICLE II - NOMINATIONS, VOTING, AND ELECTIONS
Section 1. At least six months before the Annual Meeting, the President shall appoint a Nominations Committee. This committee shall consist of three members, of whom at least two are not currently officers of the Corporation. If a member of the Nominations Committee chooses to run for an office, then he/she must first resign their position on said committee to be considered eligible for election.
Section 2. The duties of this Committee shall be to nominate one or more candidates for President-elect (in appropriate years) and any Directorships about to become vacant, and to announce these candidates to the membership at the Annual Meeting. In appropriate years, the committee may also suggest to the Board of Directors the names of possible candidates for Secretary, Treasurer, Editor, and Newsletter Editor.
Section 3. The names and addresses of the members of the Nominations Committee shall be announced to the membership prior to each Annual Meeting. There shall also be an announcement of the offices to be vacated for which nominations will be made for the ensuing year with a notice that members may suggest the names of candidates for such offices to the Nominations Committee before the Annual Meeting.
Section 4. The Secretary, Treasurer, Editor, and Newsletter Editor shall be elected by the Board of Directors, subject to the approval of the membership at the next Annual Meeting.
Section 5. The President-elect and the Directors shall be elected by the membership at the Annual Meeting. The candidate who receives the highest number of votes will be declared elected to that office.
ARTICLE III - OFFICERS
Section 1. The officers of the corporation shall consist of a President, a President-elect, a Secretary, a Treasurer, an Editor, a Newsletter Editor, and a minimum of six Directors. These officers shall constitute the Board of Directors.
Section 2. Subject to general directives and limitations imposed by the membership at the Annual Meeting or any Special Meeting, the Board of Directors shall have authority to execute on behalf of the corporation all powers and functions of the corporation, as defined in the Articles of Incorporation and these Bylaws.
Section 3. The President-elect shall be elected for a two-year term, at the conclusion of which the President-elect will succeed to the Presidency to serve a two-year term. The Secretary, the Treasurer, and both the Editor and the Newsletter Editor shall be elected in that order in succeeding years for three-year terms. The Directors shall be elected, two each year, for three-year terms.
Section 4. Except for the Secretary, Treasurer, Editor, and Newsletter Editor, no officer of the Corporation shall be eligible to serve consecutive terms in the same office.
Section 5. In the event of the absence, death, resignation, or incapacity of the President, the duties of that office shall be assumed by the President-elect. In the event of a vacancy in any other office, or where no other officer is empowered to assume the duties of the office, the Board of Directors shall have the power to make an interim appointment to the office. The office shall then be filled during the next regular election in the manner described in Article II of the Bylaws.
ARTICLE IV - DUTIES OF THE OFFICERS
Section 1. The President shall be the chief executive officer of the Corporation and as such shall preside at the meetings of the Board of Directors and the Annual Meeting of the membership. The President may appoint representatives of the Corporation to other societies, agencies, or councils. The President shall appoint all necessary committees and their chairpersons and define their duties with the advice and consent of the Board of Directors.
The President together with the Secretary and Treasurer, shall sign all written contracts authorized by the Board of Directors.
The actions of the President in exercising the duties of the office shall be subject to review and approval of the Board of Directors.
Section 2. The President-elect shall serve as the Vice President and succeed to the presidency. In the absence of the President or incapacity of the President, the President-elect shall assist and/or perform the duties of the President. In the event of failure of the President and President-elect, the Board of Directors shall select from the current board someone to serve as President until the next election. The President-elect shall be responsible for administration of any lands or other real estate owned by the Corporation, subject to the advice and approval of the Board of Directors.
Section 3. The Secretary, subject to the directions of the Board of Directors, shall be responsible for the maintenance of the central office of the Corporation and shall have general charge of administrative matters under the direction of the President. The Secretary shall act as secretary of the Board of Directors, and shall compile the minutes of Annual and Special Meetings of the Corporation which will include any individual or committee reports presented therein. The Secretary shall maintain complete records of the Corporation and attend to the ordinary correspondence of the Corporation. The Secretary shall render an annual report to the Board of Directors, which upon approval, shall be presented to the Annual Meeting. The Secretary, subject to authorization and budgetary provisions for the Board of Directors, may employ clerical assistance and purchase supplies necessary to the office. The Secretary shall act to coordinate the programs and arrangements of the Annual Meeting.
Section 4. The Treasurer shall be responsible for the administration of the finances of the Corporation under regulations approved by the Board of Directors. The Treasurer shall be the Corporation's fiscal agent in dealing with persons or organizations. The Treasurer shall be responsible for the maintenance of adequate books and records which shall be open to inspection by the Board of Directors. The Treasurer shall forward a list of dues paid members in good standing to the Secretary. The Treasurer shall have custody of all money and securities of the Corporation, keep regular books of accounts, and (unless explicitly directed otherwise by the Board) arrange for the services of a Certified Public Accountant for an annual review of the Corporation's books. The Treasurer shall prepare and submit a budget for the ensuing year to the Board of Directors for approval. Upon approval, the budget shall be presented to the Annual Business Meeting and included in the minutes. The Treasurer may be bonded for the faithful performance of such duties in such sum as the Board of Directors may direct. The Treasurer shall bill all members on an annual basis for the Corporation dues.
Section 5. The Editor shall have full charge of publishing the Corporation’s annual journal under the direction of the Board of Director. The Editor may make negotiations for publishing contracts in the name of the Corporation and make minor adjustments in basic contracts relating to publications. The Editor may initiate agreements with individuals and institutions for financing publications. All such agreements must be approved by the Treasurer and the President. All bills relating to publishing obligations shall be certified to the Treasurer by the Editor. The Editor shall render an annual report to the Board of Directors which, upon approval, shall be presented to the Annual Meeting. The Editor may, subject to review by the Board of Directors, appoint Associate and Assistant Editors. The Editor's representatives shall serve concurrently with, and under the direction of, the Editor, and shall be responsible to him/her. The Editor may, subject to authorization and budgetary provisions by the Board of Directors, employ clerical and editorial assistance.
Section 6. The Newsletter Editor shall have full charge of publishing and distributing the Corporation’s newsletter to its membership. All bills relating to publishing obligations for the newsletter shall be certified to the Treasurer by the Newsletter Editor. The Newsletter Editor may, subject to review by the Board of Directors, appoint Associate and Assistant Editors.
Section 7. The elected officers of the Corporation shall perform such other duties not inconsistent herewith as are required of them by the Board of Directors.
Section 8. The Board of Directors may hold Special Meetings at the call of the President. Special Meetings of the Board of Directors shall be called by the President at any time upon written demand of at least three members of the Committee.
Questions shall be decided by the Board of Directors by a majority of the votes cast at any meetings or by mail or electronic ballot. In the case of a tie vote the decision of the President shall be final.
The President may, on his/her own initiative, or shall, at the written request of any member of the Board of Directors, ask the Board to vote on specific questions by mail or electonic ballot. Ballots shall be mailed by the Secretary who shall specify on the ballots the date on or before which they are to be placed in the mail for return to the Secretary. This date shall be not less than fifteen days or more than thirty days from the date they were placed in the mail by the Secretary.
Reports of officers, representatives, delegates, committees, and agents shall be approved by the Board of Directors. At the discretion of the Board of Directors these reports may be presented in full or brief form at the Annual Meeting.
The Board of Directors shall act upon the budget provided by the Treasurer. A budget shall be submitted by the Board of Directors to the Annual Meeting for approval.
ARTICLE V - MEETINGS
Section 1. The Corporation shall hold an Annual Meeting a time and place to be designated by the Board of Directors. At this meeting any business of the Corporation not requiring mail ballots shall be transacted, archaeological papers and other matters of scientific interest presented, and symposia and discussions may be held.
Section 2. Due notice of the place and date of the next Annual Meeting shall be published in the newsletter. Insofar as practicable, announcements accompanied by a preliminary program shall be mailed at least thirty days in advance of the meeting.
Section 3. Special Meetings shall be called by the President at any time at the direction of the Board of Directors. Any matter of business not requiring mail ballots may be decided at a Special Meeting provided notice of such business is specified in the call. Notices of Special Meetings shall be mailed by the Secretary to members at least ten days in advance.
Section 4. The Board of Directors shall meet at least twice during each fiscal year. Special meetings of the Board of Directors may be held at the call of the President. The President shall call a special meeting of the Board of Directors at any time upon the written demand of at least three members thereof.
Section 5. Robert's Rules of Order shall govern the manner in which all meetings of the Corporation are conducted.
Section 6. All matters of business of the Corporation may be decided by means of a referendum vote by mail ballot under conditions specified in the Bylaws.
ARTICLE VI - QUORUM
Section 1. Six members of the Board of Directors present at any duly called meeting of the Board of Directors shall constitute a quorum for the transaction of business.
Section 2. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be at the act of the committee
Section 3. A quorum at the Annual Meeting or a Special Meeting shall consist of twenty percent of the membership or twenty members, whichever is less.
ARTICLE VII - REFERENDUM
Section 1. A referendum vote shall be held by mail ballot at any time upon the initiation of the Board of Directors or a signed petition to the Board of Directors by two percent of the individual membership as listed in the last year's membership list. Ballots shall be mailed to members by the Secretary. In order that they may be counted as votes ballots must be placed in the mail by members and addressed to the Secretary not more than thirty days after the date when they were mailed to the members by the Secretary. A majority of votes received shall constitute the deciding vote. The Secretary shall certify the vote to the Board of Directors.
ARTICLE VIII - FINANCES
Section 1. The fiscal year of the Corporation shall correspond to the calendar year as set forth by the Board of Directors.
Section 2. Annual dues shall be payable at the beginning of each calendar year as set by the Board of Directors. Members ninety days in arrears shall not be entitled to receive the Corporation's publications or to vote, and those one year in arrears may, after final notification, be dropped from the rolls.
Section 3. The income from annual dues and from investments and other sources shall constitute the Working Fund, available for operating, publication, and other current expenses consistent with the purposes of the Corporation as the Board of Directors may direct.
Section 4. No financial obligation in excess of funds available in the treasury shall be assumed by the Board of Directors or by any of officer on behalf of the Corporation except when approved by a two-thirds vote of the membership of the Corporation present at a regular Annual Meeting or at a Special Meeting; provided that for the purposes of this section, estimated receipts from annual dues and other accounts receivable for the current year may be considered as available.
Section 5. The Board of Directors may accept on behalf of the corporation any contribution, gift, or bequest for the purposes of the corporation.
ARTICLE IX - AMENDMENTS
Section 1. The Bylaws of the Corporation may be altered, amended, repealed, or rescinded by the affirmative vote of two-thirds of the Directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided at least ten days written notice of such amendments or changes is provided to the Board of Directors. The Bylaws may also be amended or otherwise changed by two thirds of the members at an Annual or Special Meeting, provided that a quorum is present and the membership was notified of the contents of the proposed amendment at least ten days prior to the date of the meeting.
Section 2. The amendment and provisions of the Bylaws shall be effective immediately upon their adoption and shall supersede and nullify all previous Bylaw enactments in conflict with them and all amendments and provisions not mentioned herein.
ARTICLE X - CHAPTERS
Section 1. Subsidiary local chapters may be established. Their policies must be in accord with those of the Corporation and their members must also be members of the Corporation.
Section 2. Independent archaeological societies may affiliate with the Corporation. Their policies must be in accord with those of the Corporation.
ARTICLE XI - PUBLICATIONS
Section 1. The Corporation shall regularly publish a newsletter and a journal, and any other publications approved by the Board of Directors.
ARTICLE XII - OFFICES
Section 1. The principal office of the Corporation shall be located at the Research Laboratories of Archaeology, University of North Carolina, Chapel Hill, North Carolina 27599-3120.
Section 2. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
(As amended on January 28, 2018)