Amended 15 July 2011
ARTICLE I – MEMBERSHIP
Section 1. Each individual member shall be entitled to vote, hold office, receive entitled publications, and in all other ways enjoy the privileges of full membership. Adjunct members shall be entitled to the same privileges as individual members except publications. An adjunct member is defined as a spouse of any individual member who has elected to pay dues, as established by the board of directors, for membership privileges. Institutional members shall only receive entitled publications.
Section 2. The annual dues for membership shall be determined by the board of directors.
Section 3. Membership shall be for the calendar year.
ARTICLE II – MEETINGS
Section 1. The annual business meeting shall coincide with the annual meeting of the members which shall be held at a time and place to be fixed by the board of directors. Written notice of the time and place of such meeting shall be sent to each member of the society at least thirty (30) days in advance of the date fixed for such meeting.
Section 2. All meetings of the society shall be conducted according to Robert’s Rules of Order, except where the bylaws of the society supersede them.
Section 3. Presentations at the annual meeting shall be consistent with the society’s purpose as stated in Article II of the constitution.
ARTICLE III – BOARD OF DIRECTORS
Section 1. The board of directors shall consist of four(4) officers (president, president-elect, secretary, treasurer), six (6) directors, an editor representing research programs, an editor representing communications programs, and the chair of the Advisory Council on Underwater Archaeology (ACUA), an affiliated organization, who shall duly represent the interests of the ACUA.
Section 2. The management and control of the property and affairs of the society shall be entrusted to the board of directors.
Section 3. Two (2) regular meetings of the board of directors shall be held, one at the time of the annual meeting of the society and another at midyear between the annual meetings of the membership.
Section 4. A special meeting of the board of directors may be called at any time by the president or upon written request of any three (3) directors. The secretary shall give at least thirty (30) days’ written notice of the time, place, and purpose of such meeting.
Section 5. When a majority of the members of the board of directors shall consent in writing to any action submitted to all directors by the president, such action shall be valid corporate action.
Section 6. The board of directors shall have the authority to make interim appointments in the event of a vacancy and shall perform other duties as specified in the bylaws.
Section 7. Duties of the Officers.
a) The president shall be the chief executive officer of the society and as such presides over all meetings of the board of directors or members. The president shall make certain that all orders and resolutions of the board of directors are implemented. The president shall have all other such powers not inconsistent herewith as shall from time to time be conferred by the board of directors.
b) The president-elect, as acting president, shall perform the duties of the president in the event of the president’s temporary inability to perform that office through absence or incapacity. The president shall notify the president-elect and secretary of the reason for, and duration of, this appointment as acting president. Should the president be unable to provide such notification, the president-elect will become acting president upon notification by the secretary following agreement by the board of directors. In the event of the president’s death, resignation, or removal from office, the president-elect shall become president, filling the remainder of that term and the usual elected term.
c) The secretary shall attend to the ordinary correspondence of the society; keep minutes of the meetings of the board of directors, the annual business meeting, and such special meetings that from time-to-time may be held; and see that all notices are duly given in accordance with the provisions of these bylaws. The secretary shall archive the official papers of the society.
d) The treasurer shall have custody of and be responsible for all funds and securities of the society; receive and give receipts for monies due and payable to the society from any source whatsoever, and deposit such monies in the name of the society in such banks, trust companies or other depositories as shall be designated in accordance with the provisions of these bylaws. The treasurer shall submit a report of the financial condition of the society at its annual business meeting, and arrange for an annual review of the society’s books by a certified public accountant. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the board of directors shall determine.
e) The officers shall perform such other duties not inconsistent herewith as required by the board of directors.
Section 8. Directors.
a) Directors shall represent the broad interests of the society.
b) Two (2) directors shall be elected annually by ballot to serve terms of three (3) years or until their respective successors shall be installed. If a vacancy occurs for any reason, the board of directors shall appoint a person from the society’s membership to fill the unexpired term.
Section 9. Two editors shall be elected to represent the publications programs of the society. One shall be elected by the members in good standing from the board appointed research editors and one from the board appointed communications editors. Voting shall be through official ballots distributed and tabulated as provided in the bylaws. These directors shall serve for a period of three (3) years with terms staggered so as to conclude at different times.
Section 10. Resignation by any member of the board of directors shall be accomplished through written notice to the board of directors. No action by the board of directors is required.
Section 11. A member of the board of directors shall be removed from office for just cause after a hearing before the board of directors. Any member of the board of directors may begin removal proceedings. If at least three-fourths (75 percent) of the members of the board of directors concur, that director shall be removed from office and the vacancy filled as provided in the bylaws. Grounds for removal shall be such offenses as malfeasance or nonfeasance of office, or violation, whether actual or apparent, of the society’s ethical principles.
ARTICLE IV – COMMITTEES/EDITORS
Section 1. The standing committees of the society shall be the Budget Committee, Nomination and Elections Committee, Research Editors’ Advisory Committee, Communications Editors’ Advisory Committee, Executive Committee, Ethics Committee, and Conference Committee. Committee selection may be delegated by the president to the chairs of the committees. The president may establish other special committees as needed.
Section 2. The Board shall appoint editors as warranted. The duties of the editors are to represent the interests of the society’s various publications, including: developing management strategies, reporting to the board on the editor’s activities and accomplishments, and overseeing the implementation of the society’s publication program. The editors shall be responsible for carrying out the publications program of the society, in accordance with the publication policy established by the board of directors. The editors shall be responsible for producing Historical Archaeology and other publications of the society.
Section 3. The Budget Committee shall annually recommend a budget for the society. The chair of the committee shall be the treasurer.
Section 4. The Nomination and Elections Committee shall offer a slate for each elective office. The two annual directors’ vacancies shall be filled by the two (2) candidates receiving the highest number of votes by mail or electronic ballot. All members in good standing of the society shall be notified of this slate on or before 15 September, and shall be offered an opportunity to make additional nominations. Such additional nominations shall be supported by fifty (50) voting members. At least thirty (30) days after the initial notice of nominations has been sent to all members, ballots shall be sent to all members in good standing with indication of the date by which these ballots must be returned to be valid. This date shall be no more than thirty (30) days nor less than fifteen (15) days after the ballots were sent. All nominees shall be notified of the results of the election by 1 December. The chair of the committee shall be the immediate past president of the society.
Section 5. The Research Editors’ Advisory Committee and the Communications Editors’ Advisory Committee shall assist and advise the editors. The chair of each committee will be an editor within the respective publication program, and will be appointed by the president.
Section 6. The Executive Committee shall consist of the president, president-elect, secretary, and treasurer. This committee shall advise and act on behalf of the board of directors in time-sensitive situations when the full board cannot convene. The president shall chair this committee.
Section 7. The Conference Committee shall be responsible for the development and oversight of the society’s annual meeting in accordance with policies established by the board of directors. The chair of the committee shall be the conference coordinator who is the primary point of contact between the board of directors and internal and external parties related to the annual meeting of members.
Section 8. The Ethics Committee shall consist of the president-elect, the SHA representative to the Register of Professional Archaeologists, and other members as appointed by the board of directors. The committee shall ensure that the ethics policies of the society reflect the position of the society and will provide guidance to the board of directors and membership on ethics issues as they arise. The chair of the committee shall be the president-elect.
Section 9. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors, provided, however, that no committee may represent itself as speaking for the board or the society without authorization of the board of directors.
ARTICLE V – FINANCES AND CONVEYANCING
Section 1. The fiscal year of the society shall correspond to the calendar year.
Section 2. The funds of the society shall be deposited in the name of the society in such bank or trust company as the board of directors shall designate and shall be drawn by checks, draft, or other orders for the payment of money signed by the treasurer or by such person or persons as shall be designated by the board of directors.
Section 3. All deeds, mortgages, releases, conveyances, contracts, or other instruments of the society authorized by the board of directors shall be executed on behalf of the society by the treasurer or such person or persons as shall be designated by the board of directors. The treasurer or such person or persons designated by the board of directors shall be authorized to accept gifts of money or kind on behalf of the society and to deposit these with the funds of the society or hold them in trust pending instructions by the board of directors. Any provision herein notwithstanding, such transactions shall be subject to the laws of the Commonwealth of Pennsylvania.
Section 4. No financial obligations in excess of funds available in the treasury shall be assumed by the board of directors or by any officer on behalf of the society, provided that for this section, estimated receipts from annual dues and other accounts receivable for the current year may be considered as available funds.
ARTICLE VI – ETHICAL PRINCIPLES
Section 1. All members of The Society for Historical Archaeology shall subscribe and adhere to the society’s ethical principles as reviewed by the general membership and approved by the board of directors.