New York Archaeological Council BY—LAWS of NEW YORK ARCHAEOLOGICAL COUNCIL, INC.*
ARTICLE I 1. MEMBERSHIP. The persons signing the Certificate of Incorporation as incorporator or incorporators and any persons signing the membership roster on or before January 26, 1975 shall be the first members of the corporation unless they shall have resigned as such members or unless membership shall otherwise be terminated. Thereafter, the qualifications and eligibility for membership and the manner of admission into membership shall be prescribed by resolution of the Board of Directors and/or by any similar prescribed rules and regulations which the Board of Directors may promulgate. In like manner, any such resolution and/or rules and regulations shall prescribe, in relation to all members, the amount and manner of imposing and collecting any initiation or other fees, and any dues, assessments, fines, and penalties, the manner of suspension or termination of membership and for reinstatement, if any, and, except as may hereinafter be provided, the rights, liabilities and other incidents of membership. Any such resolution and/or rules and regulations relating to memberships in the corporation shall be annexed to these By-Laws and shall be deemed to be a component part thereof. Except as may herein otherwise be provided, membership shall be terminated by the death, resignation, or expulsion of a member or by the dissolution or liquidation of the corporation; and any right or interest of a member shall terminate upon the happening of any such event or otherwise. A member shall be liable to the corporation only to the extent of any unpaid portion of any initiation fees, dues, and assessments or for any other indebtedness owed by him to the corporation. Members shall have, upon dissolution or liquidation of the corporation, only such distributive rights relating to any initiation fees, dues, and assessments paid by them as the Certificate of Incorporation may confer upon them. 2. MEMBERSHIP CERTIFICATES OR CARDS. The Board of Directors may, but need not, cause to be issued certificates or cards to evidence membership in the corporation. The fact that the corporation is a not-for-profit corporation, and that any such membership certificate or card is non- transferable shall be noted conspicuously on the face or back of any membership certificate or card which may be issued. Membership certificates or cards, if issued, shall bear the signature or facsimile signature of the officer or officers designated by the Board of Directors and may bear the seal of the corporation or a facsimile thereof. 3. PLACE OF MEETING. Annual and special meetings of the members of the Council shall be held at such place either within or without the State of New York as may from time to time be designated by the Board of Directors (the “Board”) and stated in the notice of meeting or waiver of notice thereof. 4. ANNUAL MEETING. The annual meeting of the members of the Council for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held annually at such time as may be designated by the Board of Directors and stated in the notice of meeting or waiver of notice thereof. 5. SPECIAL MEETING. Special meetings of the members to be held for such purpose or purposes as shall be specified in the notice of meeting, may be called by the President and shall be called by the President or the Secretary at the request of a majority of the Board of members entitled to vote at such meeting. Such request shall be in writing and shall state the purpose or purposes of the proposed meeting. 6. NOTICE OF MEETING. Notice of the hour, date, place and purpose or purposes of every meeting of members shall be in writing and signed by the President or the Secretary. Such notice shall be mailed or served personally by the Secretary, or by such person as the Secretary may designate to perform this duty, not more than fifty days nor less than ten days before the meeting to each member of record entitled to vote at such meeting. If such notice is mailed, it shall be directed to the member at this address as it appears on the membership list unless he shall have filed with the Secretary a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. The Board may fix a time, not more than fifty days prior to the date of any meeting of members, or prior to the date of any meeting of members, or prior to the date on which the consent of the members to or dissent of the members from any proposal upon which action may be taken without a meeting, as the time as of which members entitled to notice of, and to vote at such a meeting, or whose consent or dissent is required or may be expressed, as the case may be, shall be determined, and all persons who were members of record at such time, and no others, shall be entitled to notice of, and to vote at such meeting, or to express their consent or dissent, as the case may be. 7. QUORUM. Unless otherwise provided by law or in the Certificate of Incorporation of the Council (“the Certificate of Incorporation”) or other certificate filed pursuant to law, the presence of the holders of record, in person or represented by proxy, of a majority of the members entitled to vote thereat shall be necessary to constitute a quorum for the transaction of business at any meeting of members. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, a majority of those present in person or represented by proxy, or in the absence therefrom of all the members, any officer entitled to preside at, or to act as Secretary of, such meeting, may adjourn such meeting from time to time until a quorum is present at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. 8. ORGANIZATION. At each meeting of the members, the President, or in his absence, the Vice President, or in the absence of both the President and the Vice President, a Chairman chosen by a majority vote of the members present in person or represented by proxy and entitled to vote at such meeting shall act as Chairman. The Secretary shall act as secretary at each meeting of members, or in his absence the Chairman may appoint any person present to act as secretary of the meeting. 9. ORDER OF BUSINESS. The order of business at all meetings of the members shall be as determined by the Chairman of the meeting. The Chairman of the meeting may rule on questions of order and procedure coming before the meeting or submit such questions to the vote of the meeting. 10. VOTING. Each member entitled to vote at any meeting of members shall be entitled to one vote and may vote either in person or by proxy. Every proxy must be in writing and executed by the member or by his duly authorized attorney. No proxy shall be valid after the expiration of eleven months from the data thereof unless otherwise provided in the proxy. Elections of directors shall be decided by a plurality of the votes cast by the members present in person or represented by proxy and entitled to vote at such meeting. Except as otherwise provided by law or in the Certificate of Incorporation or other certificate filed pursuant to law or these By-Laws, votes on any other matters coming before any meeting of members shall be decided by the vote of the holders of a majority of the members present in person or represented by proxy and entitled to vote at such meeting. Unless demanded by a member present in person or represented by proxy at any meeting of members and entitled to vote at such meeting or so directed by the Chairman of the meeting, the voting need not be by ballot. Upon a demand by any such member for a vote by ballot on any question or at the direction of such Chairman that a vote by ballot be taken on any question, such vote shall be taken. On a vote by ballot each ballot shall be signed by the member voting, or by his proxy as such if there be such proxy, and it shall show the number of shares voted by such member or proxy. Except as otherwise provided by law or by these By-Laws, all voting may be viva voce.
ARTICLE II DIRECTORS 1. NUMBER AND POWERS. The affairs of the Council shall be managed by its Board as from time to time constituted. The number of Directors of the Council shall be not fewer than three nor more than eleven. The Board of Directors may, from time to time, increase or decrease the number of Directors by amending these By-Laws, provided that the number of Directors shall not be less than three. 2. THE ELECTION AND QUALIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS. The members of the Board shall be elected at the Annual Meeting of members to hold office until the next (second succeeding) Annual Meeting of the members and until their successors have been elected and have qualified. A portion of the members of the Board shall be elected annually. The portion shall be one-half or that number nearest to one-half the number of Board members. If the portion replaced in any annual election is nearest to one- half the number of Board members, the next annual election will replace that portion not replaced by the preceding annual election. To initiate annual elections of a portion of the Board, the current number of seven Board members shall be increased to eleven for a one-year period commencing with the 1988 Annual Meeting. The four vacancies on the Board created by such increase shall be filled as provided for in these By-Laws. Once qualified, the four newly elected Board members shall serve a two-year term or that portion of such term remaining after such election has taken place. At the 1989 Annual Meeting three Board members shall be elected to succeed the seven current members of the Board. Thence forward annual elections of Board members shall be proportioned as provided for in these By-Laws. The Board of Directors, the President or any Vice President, shall have the power to make contracts to carry out any services whatsoever in furtherance of the corporate purposes of the Council. All powers not conferred upon the members by law or by the Certificate of Incorporation or by other certificate filed pursuant to law or by these By-Laws shall be exercised by the Board. All Directors must be at least eighteen years of age. Directors need not be members. 3. VACANCIES. Any vacancy in the Board, whether caused by resignation, death, increase in the number of Directors, disqualification or otherwise may be filled by a majority of Directors in office after the vacancy has occurred, or, if not so filled prior to the next annual meeting of the members, by vote of the members at any special meeting. A Director so elected shall hold office for the unexpired term in respect of which such vacancy occurred. 4. ANNUAL MEETING. After each election of Directors of the same day and subsequent to the conclusion of the meeting of members at which such election shall be held and at the place where such election is held, the newly elected Board shall hold its annual meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of such annual meeting of Directors need not be given. Such meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board, or in waiver of notice thereof signed by all the Directors. 5. REGULAR MEETINGS. In addition to the Annual Meetings, other regular meetings of the Board may be held at such times and places as the Board by resolution may determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day at said place. 6. SPECIAL MEETING. Special meetings of the Board shall be held whenever called by the president, or by the Secretary at the written request of any two of the Directors. 7. NOTICE OF REGULAR AND SPECIAL MEETINGS. Except as otherwise provided by law, notice of each such regular or special meeting shall be mailed to each Director, addressed to him at this residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable or wireless, or be delivered personally or by telephone, not later than the day before the day on which such meeting is to be held. Notice of any meeting of the Board need not, however, be given to any Director, if waived by him as provided in Article VIII of these By-Laws, or if he shall be present at such meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the Directors of the Council then in office shall be present at such meeting or shall waive notice thereof. Except as otherwise specifically provided by law or by these By-Laws, the notice or waivers of notice of any meeting of the Board need not contain any statement to the purposes of the meeting or any specification of the business to be transacted at such meeting. 8. QUORUM. Unless otherwise provided by law or in the Certificate of Incorporation or other certificate filed pursuant to law, the presence of at least one-third of the entire Board of Directors shall be necessary to constitute a quorum for the transaction of business but in no event shall fewer than four Directors constitute a quorum. In the absence of such a quorum at any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At any adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called. 9. VOTING. Except as otherwise provided by law or in the Certificate of Incorporation or other certificate filed pursuant to law or these By-Laws, all matters properly before a meeting of Directors at which a quorum is present shall be decided by the affirmative vote of a majority of the Directors present. 10. ORGANIZATION. At each meeting of the Board the President, or in the absence of the President, the Vice President, or in their absence a Director chosen by a majority of the Directors present, shall act as Chairman. The Secretary, or in his absence any person appointed by the Chairman, shall act as secretary of the meeting. Any meeting of the Board may be adjourned by the vote of a majority of the Directors present at such meeting. 11. COMMITTEES. The Board may by resolution or resolutions passed by a majority of the whole Board designate from among its members an Executive Committee, one or more committees, each committee to consist of three or more of the Directors, which, to the extent provided in said resolution or resolutions and to the extent permitted by the Not-for-profit Corporation Law, shall have and may exercise powers of the Board in the management of the business and affairs of the Council and shall have power to authorize the seal of the Council to be affixed to all powers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. A director may serve simultaneously on more that one committee. 12. EXECUTIVE COMMITTEE. The Executive Committee shall execute plans and programs developed by the Board of Directors and administer the general operations and affairs of the Council, provided that no action of the Executive Committee shall be final until ratified or approved by the Board of Directors, unless authority has previously been given to such Executive Committee by the Board. 13. RESIGNATION OR REMOVAL. Any Director may resign at any time and such resignation shall take effect upon receipt of written notice thereof by the President or Secretary unless the effective date shall be otherwise specified in the resignation. Any Director may be removed for cause or without cause at any Annual or Special meeting of members by vote of a majority of the members present and entitled to vote for the election of Directors provided that notice of such proposal shall have been stated in the notice of such meeting. The vacancy caused by such removal may be filled by a majority of the directors in office after the vacancy has occurred, or, if not so elected prior to the next annual meeting of the members, by vote of the members at any special meeting. 14. SALARIES. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting, or adjourned session thereof, of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Council in any other capacity and receiving compensation therefore. Members of committees may be allowed such compensation as may be fixed from time to time by the Board of Directors for attending committee meetings.
OFFICERS 1. APPOINTMENT. The Board shall elect a President, a Vice President, a Secretary and a Treasurer, and may elect an Executive Vice President, one or more additional Vice Presidents, an Assistant Secretary and an Assistant Treasurer as well as such other officers as they may deem proper. None of the said officers, other than the President, need be a Director. One person may hold any two or more of offices except that the offices of President and Secretary cannot be held by the same person simultaneously. The Board may require any such officer, agent or employee to give security for the faithful performance of his duties. The compensation of all officers of the Council shall be fixed by the Board of Directors. 2. SALARIES. The Board of Directors shall fix the compensation for all officers of the council. Expenses incurred by the officers in attending meetings of the Council and in traveling for the benefit of the Council at the request of the Board of Directors, or the President, shall be paid by the Council up to amounts determined by the Board of Directors. 3. TERM OF OFFICE. Each officer of the Council shall be elected to hold office until the next (second succeeding) annual meeting of the Board and until his successor has been appointed and qualified, provided however that the officers of the Council shall at all times hold office at the pleasure of the Board. Any officer elected by the Board may be removed from office at any time for cause or without cause by the affirmative vote of a majority of the whole Board. Any officer may resign his office at any time, such resignation to take effect upon receipt of written notice thereof by the Council unless a different effective date is specified in the resignation. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board. 4. THE PRESIDENT. The President shall be the chief executive officer of the Council, and as such, shall have the general control and management of the business and affairs of the Council subject to the control of the Board. The president shall preside at all meetings of the Board and of the members. The President shall have the power, subject to the control of the Board, to appoint or discharge, and to prescribe the duties and to fix the compensation of, such agents and employees of the Council as he may deem necessary. He shall make and sign bonds, mortgages and other contracts and agreements in the name and on behalf of the Council, except when the Board by resolution instructs the same to be done by some other officer or agent. He shall see that orders and resolutions of the Board are carried into effect, and shall perform all other duties necessary to his office or properly required of him by the Board, subject, however, to the right of the Directors to delegate any specific powers. In general he shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board. 5. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall direct and administer the activities of the Council in accordance with the plans and policies fixed by the Board of Directors and Executive Committee. The Executive Vice President shall attend and make a report of his activities at each meeting of the Board of Directors, the Executive Committee and the members. 6. VICE PRESIDENTS; Each Vice President shall have powers and perform such duties as may be assigned to him from time to time by the President or the Board. In case of the absence or inability to act of the President, the duties of his office shall, unless otherwise specified by these By-Laws, be performed by the Vice Presidents in the order of seniority or priority established by the Board or by the President, unless and until the Board shall otherwise direct, and when so acting, the duly authorized Vice President shall have all the powers of, and be subject to, the restrictions upon the President. 7. THE TREASURER. The Treasurer shall, if required by the Board, give a bond for the faithful discharge of his duties in such amount and with such surety or sureties as the Board may determine; the cost of any such bond and any expenses incurred in connection therewith shall be borne by the Council. He shall shave charge and custody of, and be responsible for, all the funds and securities of the Council and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Council and shall deposit all moneys and other valuable effects in the name of and to the credit of the Council in such banks or other depositories as may be designated by the Board. The Treasurer, the President, and any other officers of the Council authorized by resolution of the Board of Directors, shall have the authority to sign checks, drafts, notes and orders for payment of money on behalf of the Council, and shall disburse funds of the Council as may be ordered by the Board, taking proper vouchers for such disbursements. The Treasurer shall render to the President or the Board, whenever the President or the Board may require him so to do, a statement of all his transactions as Treasurer and an account of the financial condition of the Council; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the President or the Board. 8. THE SECRETARY. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the members; he shall cause to be given such notice of all meetings to the members and directors as required; he shall be custodian of the seal of the Council and shall affix the seal or cause to be affixed to all documents the execution of which on behalf of the Council under its seal shall have been specifically or generally authorized by the Board; he shall have charge of the books, records and papers of the Council relating to its organization as a corporation, and required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He shall also have such powers and perform such duties as are assigned to him by these By-Laws, and he shall have such other powers and perform such other duties, not inconsistent with these By-Laws, as the President or the Board shall from time to time prescribe. 9. ASSISTANT SECRETARY AND ASSISTANT TREASURER. In the event that an Assistant Secretary and/or Assistant Treasurer shall be elected, then they shall have the following respective duties:
10. DELEGATION OF DUTIES. The Board at Directors and the Executive Committee shall each have power to delegate temporarily the powers and duties of any officer to any other officer or any director. 11. COMPENSATION. The Board of Directors shall have the power to authorize payment of salaries and other compensation to officers or any of them. ARTICLE IV ANNUAL REPORT At the annual meeting of the members of the Council, the Board of Directors shall present a written report, verified by the President and the Treasurer, or by a majority of the Directors, showing (a) the assets and liabilities, including the trust funds, of the Council as of the end of the fiscal year immediately preceding the annual meeting, which shall be not more than six months prior to said meeting; (b) the principal changes and assets and liabilities, including trust funds, during the year immediately preceding the date of the report; (c) the revenue or receipts of the Council both unrestricted and restricted to particular purposes, for (d) the expenses or disbursements of the Council, for both general and restricted purposes, during the year immediately preceding the date of the report, and (e) the number of members of the Council as of the date of the report, together with a statement of the increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and current places of residence of the current members may be found. The president shall in addition include in his report discussions of said problems within, or topics of special interest to, the Council as in his discretion he considers useful and appropriate. An abstract of such report shall be entered in the minutes of the proceedings of the annual meeting of the members and the report itself shall be filed with the records of the council.
SEAL 1. SEAL. The seal of the Council shall be circular in form and contain the name of the Council, the year of its organization, and the words “CORPORATE SEAL, NEW YORK”.
WAIVER OF NOTICE 1. WAIVER OF NOTICE. Whenever any notice whatever is required to be given by these By-Laws or the Certificate of Incorporation or by law, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the meeting or other matter or event in respect of which such notice is to be given, shall be deemed equivalent thereto. All such waivers shall be filed with the corporate records, or made a part of the minutes of the meeting. ARTICLE VII FISCAL YEAR 1. FISCAL YEAR. The fiscal year of the Council shall be the calendar year. ARTICLE VIII AMENDMENTS 1. AMENDMENTS. These By-Laws may be amended, altered, changed, added to or repealed by: the affirmative vote of a majority of the members who are present and entitled to vote at any Annual or Special Meeting of members, or by a two-thirds affirmative vote of the members of the Board of Directors present and entitled to vote at any Regular or Special Meeting of Directors. The undersigned initial directors certify that they have examined the foregoing By-Laws and have adopted the same as the first By-Laws of the Council.
RESOLUTION Whereas the By-Laws of the New York Archaeological Council, Inc. do not provide for the election process as practiced; And whereas that practice has the potential to affect the stability of the Council; Therefore, be it resolved that the election process shall henceforth be as follows:
* * Hereinafter the “corporation’ or the “Council’ |
