2.3 Voting.
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
7.1 Indemnification.
(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
9
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.
Effective as of October 13,
2001
Amended and restated BYLAWS
