BY-LAWS OF THE COUNCIL FOR WEST VIRGINIA ARCHEOLOGY

Amended June 14, 2002

ARTICLE 1 MEMBERSHIP

Section 1. Categories. Membership in the Council for West Virginia Archaeology is defined on the basis of two categories: Members and Organizational Liaisons.

(a). Members. Members are persons who have a postgraduate (M.A. or Ph.D.) degree with a research specialization in archaeology or allied fields such as geology, history, botany, physical anthropology, cultural anthropology or cultural resources management. In some cases, an advanced degree is not required for Member status; however, special admission requirements must be fulfilled (see Section 2 below). Members will be concerned with the problems of West Virginia archaeology as evidenced by direct employment in or published and unpublished reports and papers on the archaeology of the state. Members generally will be employed and reside within the state but this is not a requirement for Member status. While Register of Professional Archaeologists (RPA) membership is not required, Members generally will meet RPA membership standards. Members shall receive corporate information, have a voice and vote in corporate affairs, and be eligible to hold office in the corporation.

(b). Organizational Liaisons. Organizational Liaisons are individuals who are invited to participate in the corporation by virtue of the position they hold in their respective organization or institution and shall retain status in the corporation only as long as they hold those positions. Organizational liaisons shall receive corporate information, shall have a voice at duly constituted meetings of the corporation, shall be afforded a vote in corporate affairs, but shall not be entitled to hold office in the corporation.


Section 2. Admission and Status.

(a). Members. Persons seeking to become Members shall be nominated or endorsed by a current Active Member. The current executive board shall review the application and curriculum vitae of the applicant and by a two thirds vote shall initially determine whether Member status should be conferred. Member status is confirmed and conferred by a two-thirds vote of current Active Members participating in a recognized voting event. In rare cases, where an applicant does not hold an advanced degree, but has otherwise demonstrated equivalent professional qualifications through publications and experience, Member status may be conferred by a unanimous vote of the executive board and a two thirds vote of the current Active Members participating in a recognized voting event of the corporation.
        Active Members are Members in good standing. Active Members may be placed on Inactive (non-voting) status either at their own request or by a two-thirds vote of current Active Members participating in a recognized voting event. Reasons for being placed on Inactive status include:

      (1) failure to pay dues, which is automatic if the Member is in arrears of dues as defined in Article 5, Section 1;
      (2) failure to attend meetings for more than one year, or ;
      (3) serious breach, violation or contradiction of the professional ethics or purposes of the corporation.
        Inactive Members shall continue to receive mailings for one year and may be reinstated as Members at their own request by a two-thirds vote of current Active Members participating in a recognized voting event. Inactive Members can be removed from the Membership by two thirds vote of the current Active Members participating in a recognized voting event for failure to pay dues or for serious breach, violation or contradiction of the professional ethics or purposes of the corporation.

(b) Organizational Liaisons. Organizational liaisons are Members by virtue of their position in organizations as may be approved by the Executive Board for purposes of representation in the corporation. Institutions or organizations with an interest in West Virginia archaeology may petition the Executive Board for a single position within the corporation. A unanimous vote of the executive board shall confer organizational liaison Membership status.


ARTICLE 2 MEETINGS AND VOTING EVENTS

Section 1. Meetings of the corporation shall be held at least twice a year on a date determined by the Board of Directors. Written notice of the meeting time and place shall be sent to each Member at least 30 days prior to the date of the meeting. Conduct of business at meetings generally will follow the protocol established by the most current edition of Roberts Rules of Order.

Section 2. Special meetings of the corporation may be called by the president, and shall be called when requested by a two-thirds majority (4) of the Board of Directors, or upon written request of one third of the Active Members. The secretary-treasurer shall give 10 days written notice of the time, place and purpose of such a special meeting to all Members. Whenever all of the Active Members entitled to vote are present in person, such special meeting may be held without notice.

Section 3. A majority of the Active Members shall constitute a quorum at all meetings and recognized voting events.

Section 4. Members may be excused from attending meetings by notifying a member of the Board of Directors in advance of the meeting.

Section 5. Consultation by telephone, electronic messaging, or surface mail is recognized as a meeting of the Directors. Voting in person at a duly constituted meeting, by electronic means, or by surface mail are recognized voting events of the Membership. Voting in person at a duly constituted meeting, by electronic means, or by surface mail are recognized voting events of the Directors.

Section 6. Members or Directors may designate a peer in writing to exercise their vote on corporate matters by proxy, and such proxies shall be counted towards a quorum.


ARTICLE 3 BOARD OF DIRECTORS

Section 1. The management and control of the property and affairs of this corporation shall be entrusted to a Board of Directors (Executive Board) consisting of six (6) Active Members: three (3) elected as Directors, and the President, Vice - President, and Secretary - Treasurer. Directors shall be elected in conjunction with the spring meeting by a recognized voting event and shall serve three-year terms. Any vacancy on the Board may be filled by an affirmative vote of a majority of the remaining board members. Each person elected to fill a vacancy shall remain a Director until a successor has been elected by the Members in a recognized voting event held in conjunction with the next spring meeting or at any special meeting.

Section 2. A meeting of the Board of Directors of the corporation shall be held at least once each year.

Section 3. Special meetings of the Board of Directors may be called by the President at any time and shall also be called at any time upon written request of any officer or Director. The Secretary - Treasurer shall give three days notice of the time, place and purpose of the meeting by mail , electronic messaging, or telephone. Whenever all of the Directors are present such special meeting may be held without notice.

Section 4. A two-thirds majority (4) of the Board of Directors shall constitute a quorum for the transaction of business. Consent in writing may be granted by any absent Director to any action taken by attending Directors.

Section 5. A member of the Board of Directors may be excused from a meeting by notifying the President in advance of the meeting.


ARTICLE 4 ORGANIZATIONAL STRUCTURE

Section 1. Officers.         

(a). The officers of the corporation shall be a President, a Vice-President, and a Secretary-Treasurer, all of whom shall be elected for a term of two (2) years by a recognized voting event held in conjunction with the spring meeting of Members. Officers shall hold office until their successors are elected and qualify.
        The Directors may appoint such other officers and agents as they shall deem necessary, who shall hold their offices according to their contracts, or until others are appointed in their stead.

(b). The President shall be the chief executive officer of the corporation, and as such shall preside over all meetings of the Board of Directors or annual meetings, and shall assure that orders and resolutions of the Board of Directors are carried into effect. The President shall have such other powers not inconsistent herewith as shall from time to time be conferred upon the office by the Board of Directors.
        The Vice-President shall perform the duties of the President in the event of his or her absence or incapacity and shall assist the President in such matters as deemed appropriate by the Board of Directors.
        The Secretary-Treasurer shall maintain complete corporate records, shall have the custody of all monies and securities of the corporation, and shall keep regular books of account and may be required by the Board of Directors to give a bond for the faithful performance of such duties in such sum and with such surety or sureties as they may direct. The Secretary-treasurer shall present a list of all Members and their status at each semi-annual meeting.
        The officers shall perform such other duties not inconsistent herewith as are required of them by the Board of Directors.

Section 2. Committees. Committees of the corporation shall be invoked at the discretion of the Board of Directors as needed to address specific issues. Until such time as committees are formed, the Board of Directors shall be responsible for the conduct of all business of the corporation.


ARTICLE 5 FINANCES AND THE ADMINISTRATION OF FUNDS

Section 1. Dues. The Board of Directors shall recommend annual dues to be assessed of every Member in order to conduct corporate business. Dues shall be determined by a two-thirds majority vote of Members participating in a recognized voting event. Organizational liaisons shall not be assessed dues. Dues are in effect in the calendar year paid, can be prorated the first year of membership, and can be paid in advance. Members are considered in arrears if dues were not paid in the preceding calendar year.

Section 2. The monies of the Corporation shall be deposited in the name of the Corporation in such bank or trust company as the Board of Directors shall designate and shall be drawn out by checks, drafts, or other orders for the payment of money, signed by such person or persons as shall be designated by the Board of Directors.

Section 3. All deeds, mortgages, releases, leases, and other instruments of conveyance, contracts, and other instruments of the Corporation authorized by the Board of Directors shall be executed on behalf of the Corporation and in its name by the officer or officers of the Corporation authorized by the Board of Directors.

Section 4. Monies or other assets of the Corporation shall not be transferred to any officer, Director, Member, affiliate, or organizational liaison affiliate in the Corporation for personal use, but shall be reserved for uses consistent with these By-Laws and with the purposes of the Corporation, as set forth in the Articles of Incorporation.


ARTICLE 6 AMENDMENTS

Section 1. These By-Laws may be amended, repealed, or altered, in whole or in part, by a vote of a two-thirds majority of the Members participating in a recognized voting event.

Section 2. The Board of Directors may adopt additional By-Laws in harmony herewith, but shall not alter or contradict any By-Laws adopted by the Members of the Corporation.

Section 3. The Board of Directors may, from time to time, at its own discretion or upon petition from five Active Members of the Corporation, initiate amendments to the Articles of Incorporation. Proposed amendments shall be submitted to the total Active Membership and will become effective by a two-thirds affirmative vote of the Active Membership participating in a recognized voting event.


ARTICLE 7 DISSOLUTION

Section 1. In the event of dissolution of this Corporation either voluntarily or involuntarily, the Membership of this Corporation shall not be entitled to any of the assets, but the same shall be delivered over to and paid to the West Virginia Archeological Society to be used by it for one or more of the original corporate purposes of this Corporation, or in the event such West Virginia Archeological Society shall, in its discretion, find the furtherance of the purposes of this Corporation to be impractical at said time, then for some other educational purpose.


ARTICLE 8 MISCELLANEOUS

Section 1. Majority Vote Rules. At any duly called meeting or recognized voting event of the Board of Directors, Members, or committees at which a quorum is represented, business shall be transacted by a simple majority vote except as specified otherwise in these By-Laws. Only Active Members shall be counted for quorum purposes.

Section 2. Suspension of the By-Laws. At any duly called meeting of the Board of Directors, Members, or committees, at which a quorum is present, this Code of Regulations may be temporarily suspended by a two-thirds affirmative vote of the Active Members present.

Section 3. Fiscal Year. The corporation's fiscal year shall correspond with the calendar year.

Section 4. Seal. The Council for West Virginia Archaeology shall have no corporate seal.

Section 5. Articles Supersede. In case any provision of these By-Laws shall be inconsistent with the Articles of Incorporation, the Articles of Incorporation shall govern.

Section 6. Interpretation. The decisions of the Board of Directors on any questions involving the interpretation of these By-Laws and/or the Articles of Incorporation shall be final.



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