(as revised November 19, 2010)
ARTICLE I: Identification
Section 1.01. Name. The name of the Corporation is Indiana Archaeology Council, Inc. (hereinafter referred to as the “Corporation”).
Section 1.02. Principal Office and Resident Agent. The post office address of the principal office of the Corporation shall be decided by the Board of Directors.
Section 1.03. Fiscal Year. The fiscal and administrative year of the Corporation shall be the calendar year.
ARTICLE II: Membership
Section 2.01. Annual Meeting. The Annual Meeting of the Corporation consists of the Annual Meeting for the Membership and the Annual Meeting of the Board of Directors. The Annual Meeting of the Membership for the election of Directors and for the transaction of such other business as may properly come before it shall be held prior to the 10th day of December.
Section 2.02. Special Meetings. Special meetings of the Membership may be called by the President or by the Chairman of the Board of Directors. Such meetings shall be chaired either by 1) the President, 2) the Chairman of the Board of Directors, or 3) their designees.
Section 2.03. Notice of Meetings. A written or printed notice stating the place, date, and time of any meeting, and in the case of a Special Meeting, the purpose or purposes for which such meeting is called, shall be delivered in person or mailed via either electronic or regular mail by the President or the Chairman of the Board of Directors calling the meeting at least ten (10) days prior to the date of the meeting to each member of the Corporation at the address appearing on the records of the Corporation.
Section 2.04. Place of Meetings. All meetings of the Membership of the Corporation shall be held at a place, within or without the State ofIndiana, as may be specified in the respective notices.
Section 2.05. Quorum. Unless otherwise provided by the Articles of Incorporation, the presence of at least half of the total of the Full Membership (as defined in Section 2.07) shall constitute a quorum.
Section 2.06. Dues. Dues shall be levied annually upon the Membership in such amounts as may from time to time be determined by the Board of Directors. A Full Member must have paid all dues and fees owed the Corporation to vote, hold office, or sit on the Board of Directors.
Section 2.07. Voting. Except as otherwise provided by law or by the provisions of the Bylaws, Full Members are all those Members who shall have paid all dues and fees owing to the Corporation at the time of the meeting. Full Members shall have the right to exercise one vote on any matter properly coming before such meeting. Motions and measures shall be passed by majority vote of the quorum present at such vote.
Section 2.08. Membership List. The Corporation shall keep a complete and accurate list of Members.
Section 2.09. New Members. Any Full Member may nominate for Membership any person who is qualified under the Bylaws and Articles of Incorporation by submitting to the Board of Directors a letter of sponsorship and resume for that person at least 30 days prior to any meeting of the Membership. New Member nominees must be approved by a majority vote of the quorum of the Board of Directors. The letter of sponsorship must explicitly state the type of Membership being applied for by the applicant.
Section 2.10. Termination of Membership. A. Full Membership shall automatically terminate upon failure to pay any dues levied by the Corporation within thirty (30) days after a notice of delinquency of dues is given. Full Members who fail to pay dues shall become Associate Members until 1) the time at which they pay all dues owed for the current and past fiscal year or 2) the next Annual Meeting of the Membership. B. Membership may be involuntarily terminated and a Member expelled for any conduct contrary to the Purposes and Ethics of the Corporation as stated in Article II of the Articles of Incorporation and Article VIII, Section I and Article IX of the Bylaws of the Corporation. Any Member charged with having engaged in conduct contrary to the Purposes and Ethics of the Corporation shall have the right to hear the charges made against her or him, shall have the right to a hearing before the Membership and shall be expelled only after a secret ballot in which a majority of the total Full Membership votes to expel the Member.
Section 2.11. Qualifications. Membership is restricted to individuals supporting the Purposes and Ethics of the Corporation (Articles VIII, Section I and IX) who have an involvement in archaeological research in the State ofIndianaand who have previously demonstrated a commitment to meeting professional standards in accordance with the Purposes and Ethics of the Corporation. Those eligible shall include 1) archaeologists holding a graduate degree in archaeology, anthropology; or a closely related field, or the equivalent in experience, 2) others actively engaged in professional quality archaeological research in Indiana either as students, avocational archaeologists, or as employees of an institution, agency, or firm, and, 3) any individual committed to preservation and stewardship of archaeological resources and whose professional and non-professional activities conform to the Purpose and Ethics of the Corporation.
Section 2.12. Associate Members. Associate Members are all those Members who are not Full Members, as defined in Section 2.07. Associate Members are not permitted to make motions, vote, hold office, or sit on the Board of Directors. Any Member who does not desire or is not permitted due to conflicts of interest in participating in the general business of the Corporation can maintain Membership in the Corporation as Associate Members. Any Full Members who are delinquent in payment of their dues shall be retained on the Membership roles as Associate Members for a period of up to one (1) year.
ARTICLE III: Board of Directors
Section 3.01. Number. The number of Directors shall be nine (9). No more than two (2) may represent a single campus, office, agency, or company. It is the intent that the Board of Directors shall reflect the diversity of the Membership and include Members who are associated with educational institutions, scientific organizations, for profit firms, and other agencies.
Section 3.02. Qualifications. Any Member of the Corporation is qualified for membership on the Board of Directors.
Section 3.03. Election of Directors. The Directors shall be elected by the Full Membership at the Annual Meeting for a term of three (3) years beginning on January 1st of the following fiscal year. One-third (1/3) of the Directors shall be elected each year. Staggered terms of office shall be established at the initial meeting of the Corporation. At each Annual Meeting of the Board of Directors the Directors shall elect a Chairman Elect of the Board of Directors who will serve as the Chairman for the following fiscal year. A Director must be serving in the 1st or 2nd year of his or her term in order to be eligible to be elected Chairman Elect of the Board of Directors.
Section 3.04. General Powers. The Chairman of the Board of Directors, in consultation with the President, shall set the agenda of all meetings and manage the affairs of the Corporation. The Chairman of the Board of Directors has the authority to set the agenda of the Annual Meeting or any Special Meeting of the Board of Directors without consultation with the President. In addition to any powers and authorities granted to the Directors by the Bylaws, by the Articles of Incorporation and by law, explicitly and implicitly, the Directors may exercise all rights, powers and privileges of the Corporation and do all lawful acts and things which may be done by the Corporation which are not by statute, by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the membership.
Section 3.05. Annual Meeting of Directors. The annual meeting of the Board of Directors shall be held each year for the purpose of organization, election of Officers and consideration of any other business that may be brought before the Board of Directors. The annual meeting of the Board shall be held in conjunction with the annual meeting of the Membership. If the meeting is not held as provided, the election of officers may be held at any subsequent meeting of the Directors specifically called in the manner set forth in section 3.06 of this Article.
Section 3.06. Other Meetings of Directors. Other meetings of the Board of Directors may be called by the President, the Chairman of the Board of Directors, or a majority of the Board of Directors, at any place within or without the State of Indiana upon forty-eight (48) hours’ notice, specifying the time, place and general purposes of the meeting, given to each Director, either personally or by electronic or regular mail. At any meeting at which all Directors are present, notice of the time, place and purpose thereof shall be deemed waived and similar notice may likewise be waived by absent Directors either by written instrument or by electronic mail. Meetings of the Board of Directors may be conducted via electronic media if they so choose.
Section 3.07. Quorum of Board. At any meeting of the Board of Directors the presence of a majority of the Board of Directors then qualified and acting shall constitute a quorum for the transaction of any business. For the purpose of filling vacancies on the Board of Directors, the Board may elect a replacement to complete the term of office, an action which would require a majority vote of the quorum of the Board of Directors. The action of a majority of the Directors present at any meeting at which a quorum is present shall be the action of the Board of Directors. In a case of a tie the Chairman of the Board of Directors shall vote to break the tie.
Section 3.08. Removal. Any Director may be removed from the Board of Directors after written notice and by two-thirds (2/3) vote of the total Board of Directors. Disqualification of a Director from membership in the Corporation shall also serve to vacate his position as Director.
ARTICLE IV: Officers of the Corporation
Section 4.01. Officers. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer.
Section 4.02. Duties. The Officers shall perform those duties normally pertaining to their respective offices. The Treasurer of the Corporation shall keep a complete and accurate account of the Corporation’s finances.
Section 4.03. Election of Officers. The Board of Directors shall elect the Officers during the Annual Meeting of the Board of Directors. The term of office for the Officers is the fiscal year of the Corporation following their election, or until their successors are duly elected, whichever is later. If a vacancy should occur in an office, the Board may elect a replacement to complete the term of office, an action which would require a majority vote of the quorum of the Board of Directors.
Section 4.04. Removal of Officers. Any Officer may be removed by a 2/3 vote of the entire Board of Directors whenever the Board of Directors determine the best interests of the Corporation would be served.
Section 4.05. Qualifications. All Full Members of the Corporation are qualified to hold office. Membership on the Board of Directors does not disqualify a Member from also serving as an Officer. Unless otherwise provided by law, the Articles of Incorporation or the Bylaws, a Full Member may hold more than one office concurrently, except the President is disqualified from holding another office during his or her term as President.
ARTICLE V: Committees
Section 5.01. Appointment. The President shall appoint such committees as are directed by the Board of Directors or as she or he deems appropriate.
Section 5.02. Committee Chairman. The President shall select one member from each committee to serve as Committee Chairman. The President may, unless otherwise instructed by the Board of Directors, delegate the duty and authority of selecting all or some other members of the committee to the Committee Chairman.
Section 5.03. Term. Unless otherwise provided by the Board of Directors, the term of committee appointees shall continue until terminated by the President.
Section 5.04. Proposals and Actions. The proposals and actions of all committees shall be subject to the approval or express authorization of the Board of Directors.
ARTICLE VI: Corporate Books and Records
Section 6.01. Place of Keeping. Except as otherwise provided by the laws of the State of Indiana, by the Articles of Incorporation or by the Bylaws, the books and records of the Corporation are to be kept at the place or places within the State of Indiana determined by the Board of Directors.
ARTICLE VII. Papers
Section 7.01. Signature Authorization. All contracts and agreements authorized by the Board of Directors and all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money shall, unless otherwise directed by the Board of Directors or unless otherwise required by law, be signed by the President or Secretary. The Board of Directors may designate additional members or employees of the Corporation to execute drafts, checks and orders for payment of money in the name of the Corporation.
ARTICLE VIII. Purposes and Powers
Section 8.01. Purposes. The purposes for which the Corporation is formed are: (a) to strengthen the identification of archaeology as a profession and of archaeologists as professionals; (b) to encourage high standards in the training of archaeologists; (c) to encourage high standards of performance from practicing archaeologists; (d) to communicate to the public the importance of proper practice of archaeology; (e) to assist governmental and other organizations, using archaeologists in the course of their activities, to identify those properly suited for the purpose; and (f) generally, and in all appropriate ways, to support the standards of responsible archaeology.
Section 8.02. Powers. Notwithstanding the powers granted pursuant to the provisions of IC 23-7-1.1-4, the Corporation shall be authorized to receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
No part of the net earnings of the Corporation shall inure to the benefit of any Member, Director, Officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Member, Director, Officer of the Corporation, or any private individual shall be entitled to share in the distribution of any part of the assets of the Corporation.
The Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
The Corporation shall never discriminate against any person or persons because of race, ethnicity, creed, color, gender, sexual orientation, or national origin.
Notwithstanding any other provision of this certificate, the Corporation shall not conduct or carry on any activities not permitted by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter by amended.
ARTICLE IX: Ethics
Section 9.01. Fundamental Precepts. The Corporation endorses as fundamental precepts that archaeology is a profession and that the privilege of professional practice requires integrity, responsibility, and competence on the part of each practitioner.
Section 9.02. Goal. A goal of the Corporation is to promote the appreciation and wise use of the archaeological resources ofIndiana.
Section 9.03. Responsibility to the Public. The Corporation endorses the following doctrines of responsibility by the archaeologist to the public: (a) Recognition of a commitment to represent archaeology and its research results to the public in a meaningful manner; (b) Active support for conservation of the archaeological resource base; (c) Sensitivity to and respect for the legitimate concerns of groups whose culture histories may be the subject of archaeological investigation; (d) Avoidance and discouragement of exaggerated, misleading, or unwarranted statements about archaeological matters that might induce others to engage in unprofessional or unlawful activity; (e) Support for and compliance with the terms of the UNESCO Convention on the means of prohibiting and preventing the illicit import, export, and transfer of ownership of cultural property, as adopted by the General Conference, 14 November 1970, Paris; (f) Forbearance from engaging in any unprofessional or unlawful conduct involving archaeological matters; (g) Forbearance from knowingly permitting use of the archaeologist’s name in support of any unprofessional or unlawful activity involving archaeological matters; (h) Forbearance from giving an uninformed professional opinion, public report or legal testimony involving archaeological matters; (i) Forbearance from engaging in conduct involving fraud, deceit or misrepresentation about archaeological matters; and (j) Forbearance from undertaking any research that affects the archaeological resource base for which one is not sufficiently qualified.
Section 9.04. Responsibility to Colleagues. The Corporation endorses the following doctrines of responsibility by the archaeologist to colleagues: (a) Provision for appropriate credit for work done by others; (b) Maintenance of information and knowledge concerning developments in the archaeologist’s field or areas of specialization; (c) Accomplishment and dissemination of reasonably prompt and accurate reports of field work results; (d) Communication and cooperation with colleagues having common professional interests; (e) Granting of due respect to interests in and rights to information by colleagues concerning sites, areas, collections or records where a mutually active or potentially active research concern exists; (f) Attainment of information and compliance to all laws applicable to the archaeologists’ research; (g) Attainment of information and compliance to relevant procedures promulgated by duly constituted professional organizations; (h) Reporting of known violations in this Article to proper authorities; (i) Forbearance from falsely and maliciously attempting to injure the reputation of another archaeologist; g) Forbearance from committing plagiarism in oral or written professional communication; and (k) Forbearance from undertaking research that affects the archaeological resource base unless reasonably prompt, appropriate analysis and reporting can be expected.
Section 9.05. Responsibility to Employers and Clients. The Corporation endorses the following doctrines of responsibility by the archaeologist to employers and clients:
(a) Respect for the interests of the employer or client of the archaeologist, so far as is consistent with law, the public welfare, the Articles of Incorporation and the Bylaws; (b) Refusal to comply with any request or demand of an employer or client which is in conflict with law, the public welfare, the Articles of Incorporation or the Bylaws; (c) Recommendation to employers or clients of the employment of other archaeologists or other expert consultants upon encountering archaeological problems beyond the field of specialization and competence of the archaeologist; (d) Exercise of reasonable care to prevent employees, colleagues, associates and others whose services are utilized by the archaeologist from revealing or misusing confidential information; (e) Forbearance from revealing confidential information, unless required to do so by law; (f) Forbearance from the use of confidential information to the disadvantage of the client or employer; (g) Forbearance from the use of confidential information for the advantage of the archaeologist or another person, unless the client or employer consents to such use after full disclosure; (h) Forbearance from accepting any compensation for recommending the employment of another archaeologist or other person, unless such compensation is fully disclosed to the potential employer or client; and (i) Forbearance from recommending or participating in any research which does not comply with the requirements of the Standards of Research Performance.
Section 9.06. Standards of Research Performance. The Corporation endorses in principle the Standards of Research Performance adopted by the Register of Professional Archaeologists.
ARTICLE X: Governing Procedures
Section 10.01. Amendment. The Bylaws shall be adopted, amended, changed, or repealed by vote of the Board of Directors, provided that notice of any meeting held for this purpose is given to each member of the organization in writing at least thirty (30) days prior to the date of such meeting, and that the foregoing Bylaw actions shall require a majority vote of the total of the Board Members who are entitled to vote at the time of such meeting. Amendments to Sections 3.01 and 10.01 of the Bylaws shall be adopted in consultation with the Membership.
Section 10.02. Meeting Conduct. Except as otherwise provided, Robert’s Rules of Order shall govern all meeting procedures, provided, however, such shall be deemed waived in the absence of a prompt and specific objection directed to the Chairman of the meeting.
Section 10.03. Resignations. Any Director or Officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect at the time specified in the notice; but unless otherwise specified therein, the acceptance of such resignation shall be necessary to make it effective.