Bylaws
BY-LAWS
OF
THE ARCHAEOLOGICAL SOCIETY OF DELAWARE
(A Delaware Non-Profit Corporation)
(As Approved by the Society at its Annual Meeting June 27, 2015)
ARTICLE 1. NAME AND PURPOSE
These are the By-Laws of The Archaeological Society of Delaware (Society), founded in 1933 by amateur and professional archaeologists to study and appreciate the archaeological heritage of Delaware and the surrounding region.
Section 1.02. Purpose. The mission of the Society is to:
– Educate our members and the public about archaeology.
– Support professional archaeological investigations in Delaware and the surrounding region.
– Report on archaeological activity within Delaware and the surrounding region.
– Promote interest and participation in archaeology and related activities.
ARTICLE 2. REGISTERED OFFICE AND AGENT
Section 2.01. Registered Office. The mailing address of the Society shall be Post Office Box 1968, Dover, Delaware, 19903 or such other address as the Executive Committee (ExCom) of the Society may by resolution designate from time to time.
Section 2.02. Registered Agent. The registered agent of the Society shall be such person or entity as the ExCom may by resolution designate from time to time.
ARTICLE 3. MEMBERS AND MEETINGS
Section 3.01. Membership. The Society shall have seven (7) classes of membership, as follows (dues for each class will be periodically adjusted by the ExCom):
– Life (may be awarded by the ExCom or purchased)
– Sustaining
– Contributing
– Institution
– Family (includes one copy of publications and two voting memberships)
– Individual
– Student
Each class of membership shall pay such dues as may be set by the ExCom from time-to-time. The structure of annual dues contributions will in general be highest for Life and lowest for Student members.
Dues from all classes of membership shall be credited to the General Fund. Upon payment of dues, each member shall have such privileges as are provided in these By-Laws or as may be determined from time-to-time by the ExCom; but Institution and Student members may neither vote nor hold office.
The ExCom may from time-to-time award Life membership to a member in recognition of meritorious service or other reason. Such awards, if any, shall be announced at the Annual Meeting.
Section 3.02. Place of Meetings. Meetings of the Society shall be held at such place, date, and time within the State of Delaware, or outside, as approved by the ExCom or Chapter , as may be fixed from time-to-time by the ExCom.
Section 3.03. Annual Meeting. The annual meeting of the Society shall be held each year at such place, date, and hour within the State of Delaware as shall be fixed by the ExCom. The President of the Society or his or her designee shall preside. The proceedings of the meeting shall be recorded by the Secretary, or in the absence of the Secretary, a person chosen by the presiding officer at the meeting.
Section 3.04. Notice of Annual Meeting. Notice of the annual meeting stating the place, date, and hour of the meeting shall be given to each individual voting member not less than five (5) days, nor more than thirty (30) days before the meeting. Electronic (email) transmission of said notice is allowed. If an alteration of the By-Laws is proposed, a draft of the changes should be posted or circulated two (2) weeks prior to the meeting
Section 3.05. List of Members. The Secretary of the Society will, in addition to other duties, have charge of the membership roll of the Society and shall prepare a complete list of members, showing the U.S. Postal Service address and/or the email address of each member. The list of members will be provided to the President at least ten (10) calendar days before the announcement of every annual meeting.
Section 3.06. Special Meetings. Special meetings of the Society, for any purpose, unless otherwise prescribed by law, may be called by the President or by the Secretary upon written request of five (5) or more individual voting members. Notice of a special meeting stating the purpose, place, date, and hour of the meeting shall be given to each individual voting member not less than five (5) days nor more than thirty (30) days before the meeting. Electronic (email) transmission of said notice is allowed. Business transacted at any special meeting shall be limited to the purposes stated in the notice.
Section 3.07. Quorum and Proxies. At all meetings of the ExCom, five (5) individual voting members shall constitute a quorum for the transaction of business except as otherwise provided by law. For all meeting of the general society, such as the annual meeting, five (5) individual voting members shall constitute a quorum for the transaction of business except as otherwise provided by law. When a quorum is present, except for elections which may be decided by plurality vote, the vote of a majority of the individual voting members present shall decide any question brought before such meeting. Each member present shall be entitled to one vote.
Institutional and Student members shall not be entitled to vote.
Written, signed, and witnessed proxies may be presented by the holder of said document(s) and be counted as votes as directed by the holder but will not credited toward the quorum. The witness may be the holder of the proxy. Electronic proxies are not permitted.
ARTICLE 4. EXCOM (Executive Committee)
Section 4.01. Composition and Duties. The Executive Committee (ExCom) will consist of the Chapter Representatives and the elected and appointed Officers of the Society. The business of the Society shall be managed by and under the direction of its ExCom, which may exercise all such powers of the Society and do all such lawful acts as are not by statute or these By-Laws required to be exercised or done by the general membership.
Section 4.02. Chairman and Organization. The ExCom will be presided over by the President of the Society or his or her designee.
Section 4.03. Meetings and Quorum. The ExCom may hold meetings, both regular and special, either within or without the State of Delaware, as deemed necessary to conduct the business of the Society. The date, time, and place of each meeting will be provided to each member of the ExCom by the President in writing or electronically no less than five (5) days nor more than thirty (30) days before the meeting. The proceedings of such meetings shall be recorded by the Secretary, or in the absence of the Secretary, a person chosen by the presiding officer of the meeting.
At all meetings of the ExCom, five (5) members shall constitute a quorum for the transaction of business. The act of a majority of the ExCom participating in any meeting of the ExCom where there is a quorum shall be the act of the ExCom, except as otherwise provided by law. One or more members may participate in any meeting of the ExCom by means of conference telephone or similar communications equipment where all persons participating can hear one another.
Any action required or permitted to be taken at any meeting of the ExCom may be taken without a physical meeting as directed by the President, if a quorum agrees, by telephone or electronic communication including email. Any action of the ExCom taken without physical meeting will be recorded by the Secretary, or reported to the Secretary in a written or electronic form if the Secretary does not take part, for inclusion in the proceedings of the ExCom. If there is more than one (1) dissenting vote, the issue must be brought to a regular or a face to face meeting for a final vote.
Meetings of the ExCom are open and may be attended by any member of the Society.
ARTICLE 5 CHAPTER REPRESENTATIVES
Section 5.01. Number and Designation of Chapter Representatives. Each Chapter of the Society may designate a Representative to serve on the ExCom. This person may be the senior officer of the Chapter or his/her designee. At the time of the approval of these By-Laws, there are four chapters: New Castle, Kent, Sussex, and Maritime.
Section 5.02. At-Large Representative(s). The ExCom may authorize additional At- Large Representative(s) to be elected by plurality of the Society as a whole represented at the Annual Meeting and serve as a voting member of the member of the ExCom. At the time of the writing of these By-laws there is one (1) At-Large Representative.
Section 5.03. Eligibility, Duties, and Term. Representatives must be voting members of the Society and serve without compensation. Representatives carry out the duties described in these By-laws, and with the Officers, conduct the business of the Society. Representatives shall hold office until their respective successors are selected by their respective chapter or by election as specified in these By-laws.
Section 5.04. Vacancies. Mid-term vacancies and newly created Representatives resulting from any increase in the authorized number of representatives may be filled by plurality vote of the ExCom then in office, or by a sole remaining Representative, and the Representatives so chosen shall hold office until their respective successors are selected in accordance with these By-laws.
Section 5.05. Resignations. Any representative may resign at any time by giving written or electronic notice to the President and the Secretary. Such resignation shall take effect at the time of receipt of the resignation or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE 6 CHAPTERS
Section 6.01. Petition. Chapters of the Society may be established within the State of Delaware by a petition signed by at least five (5) members of the Society and approved by resolution of the ExCom, which shall act upon any such petition within three (3) months of receipt.
Section 6.02. Chapter Purpose and Governance. The purpose and objectives of each Chapter shall be consistent with those of the Society as set forth in the Society’s Certificate of Incorporation and these By-Laws. The senior officer of each Chapter, or his or her designee, shall serve as a Representative to the Society’s ExCom. Except as approved by resolution of the ExCom, the Society shall not be responsible for the separate finances or debts incurred by any Chapter or member thereof.
Section 6.03. Reports. Each Chapter shall file an annual report with the President of the Society prior to the annual meeting of the Society or present said report orally at the annual meeting.
ARTICLE 7 OFFICERS
Section 7.01. Officers. The Society has three (3) elected officers. The officers of the Society are:
– President
– Secretary
– Treasurer
Any individual voting member of the Society may hold any of the elected offices. Any number of offices may be held by the same person, but each individual officer may cast only one (1) vote at ExCom meetings regardless of the number of positions held.
Section 7.02. Election, Term of Office, Etc. Officers of the Society shall be elected by a plurality of the voting members present at the annual meeting. Officers must be members of the Society and shall serve without compensation. Officers serve a term of two years as defined from annual meeting the second following annual meeting with the President elected in even numbered years, and the Secretary and Treasurer elected in odd numbered years, except to fill a vacancy. In such circumstances, all vacant offices shall be elected at the next occurring annual meeting with the terms of office adjusted as appropriate to conform to the schedule of elections outlined above.
Mid-term vacancies of the Treasurer or Secretary shall be filled by appointment by the President at the next occurring meeting of the ExCom. These officers will serve until the election of their successors at the next annual meeting. In the case of a mid-term vacancy of the presidency, the Secretary shall nominate a member of the ExCom to fill the position until the general election of next annual meeting. The interim President must be approved by the majority of the ExCom.
Section 7.03. President. The President shall be the chief executive officer of the Society; and shall have overall responsibility for the management of the business and operations of the Society, and shall see that all orders and resolutions of the ExCom are carried into effect. The President shall perform all duties pertinent to the office of President and such other duties as may be assigned from time-to-time by the ExCom. The President shall preside over the Annual Meeting and meetings of the ExCom.
Section 7.04. Secretary. The Secretary shall attend all meetings of the ExCom and all meetings of the Society, and shall record such proceedings in a book or other written or electronic form to be kept for that purpose. The Secretary shall cause notice to be given of all meetings of the Society and special meetings of the ExCom. The Secretary shall have custody of the corporate seal and shall have authority to affix the seal to any instrument, and when so affixed it may be attested by the Secretary’s signature. The Secretary shall take custody of all correspondence addressed to the Society at its registered address, dispatch it for action as appropriate, and perform such other duties as may be prescribed by the ExCom or the President.
Section 7.05. Treasurer. The Treasurer shall have or make provision for the custody of funds of the Society and shall keep accurate accounts of receipts and disbursements in books belonging to the Society and shall deposit all monies and other valuable effects in the name and to the credit of the Society in such depositories as may be designated by the ExCom. The Treasurer shall disburse the funds of the Society as may be ordered by the ExCom or the President and shall render to the ExCom when the ExCom so requires, an account of all such transactions and of the financial condition of the Society. The Treasurer will be responsible for development of an investment policy for the Society to be approved by the ExCom.
ARTICLE 8 APPOINTMENTS
Section 8.01. Appointed ExCom Positions. The President shall nominate and the ExCom should appoint an individual voting member of the Society to fill each of five (5) positions. Each of these positions will serve as voting members of the ExCom. One person cannot have more than one vote. These positions are:
– Bulletin (Journal) Editor
– ESAF Representative
– Inksherds (Newsletter) Editor
– Web Editor
– Membership Secretary
The term of these appointed members of the ExCom run concurrently with that of the President.
Section 8.02 Eastern States Archaeological Federation (ESAF) Delegates. The President may directly appoint other delegates to attend the annual meeting of the ESAF in accordance with the By-Laws of the ESAF.
Section 8.03. Nominating Committee. At least three (3) months before the annual meeting of the Society, the President shall directly appoint three (3) individual voting members of the Society to serve as a nominating Committee, which shall select a candidate or slate of candidates for any vacant offices or at-large positions. The names of the candidates shall be stated in the notice of the meeting. Nominations may also be made at the meeting from the floor by any individual voting member when seconded by another voting member.
Section 8.04. Other Appointments. The President may from time-to-time directly appoint members of the Society and establish committees or positions to attend to publicity, membership, publications, archives, training/education, and such other matters as the President deems appropriate or as the ExCom may direct. Each appointee shall serve at the President’s pleasure, for the duration of the President’s term, or until the appointee’s duties are completed.
ARTICLE 9 AWARDS
Section 9.01. Awards. The ExCom may from time-to-time create awards of a continuing or ad hoc nature.
Section 9.02. The Archibald Crozier Award. Archibald Crozier (1878-1954), a student and collector of Indian lore, was a charter member, President, Director, and Treasurer of the Society and contributed greatly to its objectives. The Archibald Crozier Award shall be presented, not more frequently than annually, for distinguished achievement in, or contribution to, archaeology. The Award may be presented to an individual, a corporation, or to a group of persons working together as a team. Nominations for the Award may be submitted in writing to the ExCom by any member of the Society. Recipients of the Award shall be approved by a majority of the ExCom. The award, if presented, shall be presented at the annual meeting.
Section 9.03. The H. Geiger Omwake Award. H. Geiger Omwake (1907-1967), an educator and avocational archaeologist, founded the Archaeological Society of Delaware in 1933 and served as its first president. As a tireless advocate for archaeology in the State Legislature, he was instrumental in establishing the state agency which hired Delaware’s first archaeologist. The H. Geiger Omwake award, established in 1996, shall be presented not more frequently than annually to an individual for outstanding contributions to the Society. Nominations for the Award may be submitted in writing to the ExCom by any member of the Society. Recipients of the Award shall be approved by a majority of the ExCom. The award, if presented, shall be presented at the annual meeting.
Section 9.04. The Ronald Thomas Award. Ron Thomas served as the State Archaeologist, and his daughter, Jessica Billy, served the Society for many continuous years. This award is to recognize notable service of over ten (10) years to the operations of the Society.
Section 9.05. Nominations for the Awards. Nominations for these awards must be submitted in writing to the ExCom sixty (60) days before the annual meeting.
ARTICLE 10 MARY C. SAWYER PUBLICATIONS FUND
Section 10.01. Creation and Purpose. The Society shall establish and maintain a publications fund (Fund). The fund is named in honor of former Society member Mary C. Sawyer (1930-1998), whose family was a major benefactor of the Fund. The purpose of the Fund is to support all activities related to the dissemination of a research-oriented manuscript or other work acceptable to the Editor of the Bulletin and the ExCom.
Section 10.02. Principal of the Fund. The principal of the Fund shall include charitable contributions to the Society which are directed by the donor to be included in the fund and any other funds the ExCom shall designate for the fund.
Section 10.03. Management of the Fund. The Fund shall be under the day-to-day management of the Treasurer as overseen by the ExCom. Additional moneys may be solicited from members, nonmembers, philanthropic organizations, industry, businesses, and other sources. The Fund’s moneys shall be segregated in a separate account from any other moneys of the Society.
ARTICLE 11 AMENDMENTS
Section 11.01. Amendments. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by the general membership at any regular or special meeting of the Society. Notice of such alteration, amendment, repeal, or adoption of new By-Laws must be contained in the notice of any such special meeting. The notice shall be distributed at least two (2) weeks prior to the meeting.
The members will be provided with a copy of the By-Laws anytime these By-Laws are altered or amended. This distribution may be made electronically via email. The current copy of the By-Laws shall be posted on the Society’s website.
ARTICLE 12 EXPEDIENCY AND SEVERABILITY
Section 12.01. Expediency. Minor exceptions to the provisions outlined in these By-Laws may occur from time-to-time by the ExCom in the interest of expediency and timeliness in the operation of the Society. Such actions must be reviewed and approved by the majority of the attending general membership at the next annual meeting or special meeting for the general membership following any such action.
Section 12.02. Severability. Should any court of law find any provision of these By-laws unlawful and unenforceable, all other provisions will remain in force.
ARTICLE 13 DISSOLUTION OF THE ORGANIZATION
Section 13.1. The majority vote recommendation of the ExCom, timely notice to the membership, and a majority vote of the members at the next Society meeting or special meeting shall be required if the dissolution of the organization becomes necessary.
Section 13.2. In the event of the dissolution of the Society, and after the payment of all lawful debts, the remaining assets of the Society shall be transferred by action of the ExCom as provided by law to one or more organizations of the ExCom’s choice operating for similar purposes under Section 501 (c)(3) of the Internal Revenue Code of 1954 and amendments thereto, or to a Federal, State or local agency to be used for public purposes.