ARTICLE 1: REGISTERED OFFICE AND REGISTERED AGENT
Amended and restated BYLAWS, effective as of October 13, 2001
1.1 Registered Office and Registered Agent. The Corporation shall at all times maintain a registered office in the State of Georgia and shall have not more than one (1) registered agent whose business office is identical with such registered office. The registered office of the Corporation and the registered agent of the Corporation at such office may be changed from time to time by the Corporation in the manner specified by law.
1.2 Other Offices. The Corporation may have offices at such place or places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable.
ARTICLE 2: THE MEMBERSHIP
2.1 Membership. Membership in the Corporation (the ‚“Membership”) is open to any person or institution who subscribes to the stated purpose of the Corporation upon payment of the appropriate dues for the class of membership so desired. Application for membership shall be submitted to the Secretary-Treasurer. Members of the Corporation (the ‚“Members”) should have a sincere interest in preservation of archaeological sites and subscribe to professional standards described in the policy statement published by the Society for American Archaeology. Each Member shall be entitled to all such rights and privileges as shall be specified by the Board of Directors.
2.2 Local Chapters. Five (5) or more Members of the Corporation living near each other, or an independent organization with kindred purposes, can form a local chapter (a ‚“Local Chapter”) by applying to the Board of Directors. Upon approval of the Board of Directors, a Charter will be issued to the Local Chapter. The Local Chapter shall have all such rights and privileges as shall be specified by the Board of Directors. Upon request, the Corporation shall provide the Local Chapter with assistance in the preparation of programs and activities. Each Local Chapter shall have the same rights and privileges as a Member, except as otherwise specified in these Bylaws or the Articles of Incorporation.
2.3.1 Members. Each Member who is in good standing shall be entitled to one vote on any matter that may require a vote of the Membership.
2.3.2 Local Chapters. Each Local Chapter that is in good standing shall be entitled to have a single vote on any matter that may require a vote of the Membership. Each Local Chapter shall designate a representative (the ‚“Representative”) who votes on behalf of the Local Chapter on any Corporation business. Representatives who are Members are also entitled to one vote as a Member.
2.4 Removal of Member; Termination of Local Chapter. Any Member or Local Chapter neglecting to pay dues in such amount or at such time as is designated by the Board of Directors may be expelled or suspended from Membership by the Board of Directors. Members or Local Chapters more than 150 days delinquent in payment of such dues shall be expelled from the Corporation. No Member or Local Chapter may be expelled or suspended without at least fifteen (15) days prior written notice of such expulsion or suspension, stating the reasons therefor, and such Member or Local Chapter shall have an opportunity to be heard by the Board of Directors not less than five (5) days prior to the effective time of such suspension or expulsion.
The Board of Directors may, by a three-quarters vote, remove any Member or Local Chapter whose acts are contrary to the purposes of the Corporation, or who otherwise makes improper use of the Membership. In addition, if a Local Chapter has fewer than five (5) members, or fails to meet Local Chapter requirements as may be, from time to time, prescribed by the Board of Directors, the Board of Directors may terminate such Local Chapter’s Charter. A Charter may also be terminated upon the request of a majority of the Local Chapter’s members.
Any action by the Board of Directors under this Section 2.4 is subject to appeal at any meeting of the Membership of the Corporation.
2.5 Resignation of Membership. A Member may resign at any time upon written notice to the Secretary-Treasurer. A Local Chapter may withdraw at any time upon written notice to the Secretary-Treasurer.
2.6 Dues. Dues shall be in such amount and shall be payable at such times as the Board of Directors may determine. Contributions to the Corporation may be accepted from Members, Local Chapters or others; however, such contributions shall not affect a Member’s or Local Chapter’s obligation to pay dues.
2.7 Annual and Regular Meetings. An annual meeting of the Membership shall be held in the Fall and a regular meeting shall be held in the Spring, at such time as designated by the President and approved by the Board of Directors. In addition, the Membership may schedule other meetings to occur at regular intervals throughout the year. At the annual meeting, the President and Chief Financial Officer shall report on the activities and financial condition of the Corporation and any other matters as may be raised in the notice of such meetings.
2.8 Special Meetings. Special meetings of the Membership may be called by or at the request of the President, or in his or her absence by the Vice President, by any person authorized to do so by the Board of Directors, or by Members holding at least 5% of the voting power of the Corporation. The person or persons authorized to call such special meeting of the Membership may fix any place, either within or without the State of Georgia, as the place for holding the special meeting of the Membership.
2.9 Notice of Meetings. Notice of any annual, regular or special meeting of the Membership shall be given at least ten (10) days but no more than sixty (60) days prior to such meeting by written notice and delivered personally or mailed to each Member at such address as set forth on the records of the Corporation (except that if any Member shall have filed with the Corporation a written request that notices intended to be delivered to such Member be mailed to some other address, then all notices to such Member shall be mailed to the address designated in such request). Notices shall state the date, time and place of the meeting as set forth in the Georgia Nonprofit Corporation Code (the ‚“Code”). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage prepaid. Any Member may waive notice of any special meeting. A statement of the matters that must be approved by Members at the meeting of the Membership shall be set forth in the notice or waiver of notice of such meeting.
2.10 Quorum. Unless otherwise provided in the Code or the Articles of Incorporation, the presence at a meeting, in person or by proxy, of at least ten percent (10%) of the Members entitled to cast a vote at such meeting shall constitute a quorum necessary for the transaction of business at any meeting of the Membership; provided, however, the presence at a meeting, in person or by proxy, of at least twenty percent (20%) of the Members entitled to cast a vote at such meeting shall constitute a quorum for matters that were not set forth in the notice for such meeting.
2.11 Votes Required for Action. Except as otherwise required by the Code or these Bylaws, the affirmative vote of a majority of the Membership present, in person or by proxy, at the meeting at which a quorum is present and entitled to vote shall be the act of the Membership.
2.12 Voting by Proxy. Any Member entitled to vote may vote by proxy, provided that the instrument authorizing such proxy shall have been executed in writing by the Member. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force or limit its use to a particular meeting. Each Member or its proxy shall have one (1) vote in the affairs of the Corporation to be approved by the Membership.
2.13 Adjournments. A meeting of the Membership whether or not a quorum is present, may be adjourned by a majority of the Members present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.
ARTICLE 3: THE BOARD OF DIRECTORS
3.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors of the Corporation. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by law, the Articles of Incorporation or these Bylaws.
3.2 Number of Directors. The number of Directors comprising the Board shall be determined by the Board of Directors; however, in the absence of such resolution, the Board of Directors shall consist of nine (9) members, a majority of which shall be professional archaeologists. The President shall serve as chairperson, and the presidents of the Local Chapters shall be ex-officio members. The Board of Directors shall at all times consist of at least one (1) Director.
3.3 Term of Directors. The Board of Directors shall be divided into two (2) equal (or as near as may be) classes having staggering terms of office. Each Director will hold office for a term of four years. Class I Directors shall stand for re-election in 2002 and Class II Directors shall stand for re-election in 2004.
3.4 Election of Directors. Directors shall be elected at each annual meeting, as applicable, to succeed those Directors whose terms have expired and to fill any vacancies then existing. Each director who is re-elected or elected to succeed a Director whose term has expired shall hold office for the term of four years and until his successor is elected and qualified.
3.5 Vacancies. Subject to the Articles of Incorporation, any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the next meeting of Members at which Directors are elected.
3.6 Compensation. Directors shall receive no compensation for their services as Directors, but shall be reimbursed for reasonable expenses incurred in connection with services rendered to the Corporation.
ARTICLE 4: MEETINGS OF THE BOARD OF DIRECTORS
4.1 Regular Meetings. A regular meeting of the Board of Directors shall be held following the annual meeting of the Members. The Board of Directors may schedule other meetings to occur at regular intervals throughout the year. No notice or call of meeting of the Board of Directors shall be necessary for each annual meeting of the Board of Directors.
4.2 Special Meetings. Special meetings of the Board of Directors may be called by the President at the request of one-third (1/3) of the Directors.
4.3 Place of Meetings. Directors may hold their meetings at any place within or without the State of Georgia as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver.
4.4 Notice of Special Meetings. Notice of any special meeting of the Directors shall be given at least two (2) days prior to such meeting by written notice and delivered personally or mailed to each Director at such address as set forth on the records of the Corporation (except that if any Director shall have filed with the Corporation a written request that notices to such Director be mailed to some other address, then all notices to such Director shall be mailed to the address designated in such request) or by facsimile, stating the date, time and place of the meeting as set forth in the Code. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed delivered at the time of the successful confirmation notice of the transmission report from the facsimile. Any director may waive notice of any special meeting.
4.5 Quorum. Unless otherwise provided in the Code or the Articles of Incorporation, the presence of at least a majority of the Directors of the Corporation shall constitute a quorum necessary for the transaction of business at any meeting of Directors.
4.6 Vote Required for Action. Except as otherwise provided by the Code or these Bylaws, the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.7 Dissent or Abstention. A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he or she delivers written notice of such dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary-Treasurer immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.
4.8 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.
4.9 Telephone Conference Calls. Unless otherwise prohibited by the Articles of Incorporation, members of the Board of Directors, or any committee designated by such Board, may participate in any regular or special meeting of such Board or committee by means of conference telephone, or similar communications equipment by means of which all Directors participating in the meeting can simultaneously hear each other during such meeting, and participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting.
ARTICLE 5: OFFICERS
5.1 Number. The officers of the Corporation shall consist of a President, a Vice-President, a Secretary-Treasurer, two (2) Editors and a Parliamentarian. The Board of Directors shall from time to time create and establish the duties of such other officers and elect or provide for the appointment of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation. No person may hold more than one office at any given time.
5.2 Election and Term. All officers shall be elected by the Board of Directors at the annual meeting and shall serve a term of two (2) years or until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification.
5.3 Removal of Officers. The Board of Directors may remove any officer at any time with or without cause by vote of a majority of the Directors; provided, however, the Editors must be removed by a two-thirds (2/3) vote of the Directors.
5.4 Powers and Duties. The officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.
Without limitation upon any of the foregoing:
(a) The President is the presiding officer of the Corporation and shall be the chairperson of the Board of Directors. The President is authorized to sign contracts or other instruments in connection with the business of the Corporation, subject to the approval of the Board of Directors. The President shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless the Board of Directors, in constituting such committees, shall designate or elect some other person to be chairperson thereof.
(b) Unless otherwise specified by the Board of Directors, the Vice-President shall (i) assist the President, (ii) assist with Local Chapter relations, and (iii) maintain records about Local Chapters. Two (2) years after appointment by the Board of Directors, the Vice-President shall become President, subject to the consent of the Board of Directors.
(c) The Secretary-Treasurer shall (i) maintain proper and adequate records for the Corporation, (ii) compile the minutes of the meetings of the Corporation and of all committee meetings, (iii) maintain the corporate seal, (iv) receive and register all membership applications, (v) administer the finances of the Corporation, (vi) publish annual financial reports, (vii) maintain the membership list, and (viii) create and maintain a mailing list for Corporation publications. The Secretary-Treasurer may be required to give bond. The Secretary-Treasurer shall make available at all times the records of the Corporation for inspection by the Board of Directors.
(d) The Editor and the managing Editor for Early Georgia, and the Editor for The Profile, or their successor publications, may (i) enter into agreements with institutions and individuals for financing publications, subject to the approval of the Board of Directors, (ii) appoint associate and assistant editors who shall serve concurrently with, and under the direction of, the Editors, and (iii) store and sell surplus copies of their respective publications.
(e) The Parliamentarian, who shall be appointed by the President, shall maintain a current version of the Corporation’s Bylaws and advise the Corporation about the rules of order.
(f) Except as is otherwise required by the Code, the Board of Directors, by resolution, may authorize any officer or officers of the Corporation to negotiate and execute contracts to sell, lease, exchange or otherwise dispose of any and all of the real or personal property of the Corporation, to negotiate and enter into loans to be secured by notes, pledges, deeds to secure debt, mortgages and/or other instruments encumbering the property of the Corporation, whether or not in the usual and regular course of business or to transfer any or all of the property of the Corporation.
5.5 Additional Powers and Duties. In addition to the foregoing specifically enumerated powers and duties, the several officers of the Corporation shall have such other powers and duties as are provided for them in these Bylaws or as may, from time to time, be prescribed by the Board of Directors or a committee thereof or the Chairperson of the Board.
5.6 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any Director or Directors.
ARTICLE 6: COMMITTEES
6.1 Committees of the Board. The Board of Directors shall be empowered to establish such Committees as it may deem necessary. The President shall appoint the membership of each Committee, who shall serve at the pleasure of the Board.
6.2 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.
6.3 Conduct of Meetings. Any action required or permitted to be taken by any Committee may be taken without a meeting if all members of the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and written consents of the members shall be filed with the minutes of the proceedings of the Committee.
6.4 Meetings and Minutes. Subject to the foregoing, and unless the Board shall otherwise decide, each Committee shall fix its rules of procedure, determine its action and fix the time and place of its meetings. Each Committee shall keep minutes of all meetings which shall be at all times available to Directors. Action taken by a Committee shall be reported promptly to the Board of Directors.
6.5 Term of Office. Members of any Committee shall be appointed as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.
6.6 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his or her intention to do so to the Secretary-Treasurer, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his or her election.
6.7 Vacancies. Any vacancy occurring in a Committee may be filled by a majority of the Directors.
ARTICLE 7: INDEMNIFICATION AND INTERESTED PARTIES
(a) The Corporation shall indemnify those persons whom it is entitled to indemnify under the Code for those amounts authorized under said statutory provisions; provided, however, indemnification shall only be made upon compliance with the requirements of such statutory provisions and only in those circumstances in which indemnification is authorized under those provisions.
(b) The Corporation may purchase and maintain insurance on behalf of those persons for whom it is entitled to purchase and maintain insurance against any liability asserted against such persons and incurred by such persons in any capacity, or arising out of such persons’ status as described in Code Section 14-3-857, whether or not the Corporation would have the power to indemnify such persons against such liability under the laws of the State of Georgia.
(c) The Corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of a final disposition of the proceeding if the Director submits to the Secretary-Treasurer of the Corporation a written request which complies with the requirements of such provisions set forth in Code Section 14-3-853. The Secretary-Treasurer of the Corporation shall promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that such Director has requested indemnification, and the determination of such Director’s entitlement to indemnification shall be made within a reasonable time after the receipt of such written request by the Board of Directors.
(d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 7.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
7.2 Interested Directors and Officers.
(a) No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers or have a financial interest, shall be enjoined, set aside or give rise to an award of damages or other sanctions, in an action under the laws of the State of Georgia by or in the right of the Corporation or any other person who otherwise has standing,
(i) on the grounds of an interest in the transaction of the Director or any person with whom or which he has a personal, economic, or other association, if:
(1) such transaction is approved by the Directors pursuant to Code Section 14-3-862; or
(2) such transaction is approved by the Members pursuant to Code Section 14-3-863; or
(3) action by the superior court respecting the transaction is at any time taken in compliance with Code Section 14-3-864; or
(4) the transaction, judged in the circumstances at the time of the commitment, is established to have been fair to the Corporation.
(ii) on the grounds of an interest in the transaction of the officer or any other person with whom or which he or she has a personal, economic, or other association, if:
(1) such transaction is approved by the Directors after “required disclosure” (as such term is defined in Section 14-3-865(4) of the Code); or
(2) such transaction is approved by the Member after “required disclosure” (as such term is defined in Section 14-3-865(4) of the Code); or
(3) the action is approved by the superior court in an action to which the Attorney General is a party; or
(4) such transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.
(b) A majority (but not less than two) of all the “Qualified Directors” (as such term is defined in Section 14-3-862(d) of the Code) on the Board, or on the committee thereof, shall constitute a quorum for purposes of action that complies with Section 6.2(a)(i) of these Bylaws. Directors’ action that otherwise complies with the Code and these Bylaws is not affected by the presence or vote of a Director who is not a “Qualified Director.”
ARTICLE 8: MISCELLANEOUS
8.1 Inspection of Books and Records. The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be open to inspection, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.
8.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate, but unless otherwise so determined the fiscal year shall begin on the first day of January in each year and shall end on the last day of December in the same year.
8.3 Seal. The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word “Seal” and such other information in the center thereof as is desired. In lieu thereof, the Corporation may use an impression or writing bearing the words “CORPORATE SEAL” enclosed in parentheses or scroll, which shall also be deemed the seal of the Corporation.
8.4 Execution of Documents. No attestation by the Secretary-Treasurer shall be necessary to make any contract, conveyance or other document valid and legally binding which has been executed by and on behalf of the Corporation by an officer or officers thereunto duly authorized in the manner provided for in these Bylaws.
8.5 Parliamentary Procedure. Roberts’ Rules of order shall be observed and govern the meetings of the Board of Directors, the Membership and the Committees of the Corporation.
ARTICLE 8: AMENDMENTS
9.1 Amendment of Bylaws. Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the Directors. The Members entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.