ARTICLE I
PRINCIPLE OFFICE
It is understood that the "corporation" and "society" referred to in this document means the Ventura County Archaeological Society.
The principle office for the transaction of business of the corporation
is fixed and located at a convenient location within Ventura County, California.
The Board of Directors may at any time or from time to time change the
location of the principle office from one location to another in this county.
ARTICLE II
Section 1. Members. Any person in agreement with the purposes of the corporation may become a member upon executing a membership application, which includes an agreement to adhere to the Society's Code of Ethics, and upon payment of dues as hereinafter provided. Membership shall be of four kinds: Regular, Family, Student and Institutional.
Section 2. Regular Membership. Open to all persons interested in the archaeology of Ventura County. Regular Members have all membership rights and privileges and receive all general mailings and all publications. Regular Members have one vote in corporate business.
Section 3. Family Membership. Is the conversion of a Regular membership to include husbands and/or wives and members of the immediate family of a Regular Member, under the age of fourteen (14). Family memberships shall include all membership privileges except that of receiving only one general mailing or publication; and also they will be limited to two votes in corporate business.
Section 4. Student Membership. Open only to persons who are enrolled as full-time in a high school, college or university, subject to annual review. Student Members have all the rights and privileges of Regular Members.
Section 5. Institutional Membership. Open to those groups which have an interest in the activities of the corporation. Institutional Members receive all general mailings and publications and generally have the rights and privileges of Regular Members except that they may not vote in corporate business, nor hold elected offices. Reciprocal Institutional Memberships may be created on an even exchange basis with organizations and/or groups having similar or common interests.
Section 6. Annual Dues. Annual dues are due and payable in January of each year according to the current schedule adopted by the Board of Directors. Dues for members joining after January 31st. shall be prorated on a monthly basis.
Section 7. Dues In Arrears. Members declared in arrears in payment of dues shall not be eligible to vote in corporate elections.
Section 8. Violation Of Articles Or By-Laws. Any member violating the Articles or By-Laws of this corporation shall be subject to expulsion after a hearing by the Board of Directors conducted pursuant to Robert's Rules of Order.
Section 9. Annual Meeting. The Annual Meeting of the members of this corporation shall be held on the first (1) Wednesday of May at the principle office of this corporation, or at any other time in said month and at any other place determined by a resolution of the Board of Directors. Written notice of the time and place of the Annual Meeting shall be delivered personally to each voting member voting or sent to each voting member by mail or other form of written communication, charges prepaid, addressed to him/her at his/hers address as it is shown on the records of the corporation, or if it is not shown on the records or is not readily ascertainable, at the place where the meetings of the members are regularly held. Any notice shall be mailed or delivered at least forty-eight (48) hours before the date of the meeting. At the Annual Meeting the members will elect directors of the corporation and transact such other business as required. Voting shall be by written ballot, with the ballots being mailed to eligible members at least fifteen (15) days prior to the Annual Meeting. Votes amy be cast in person at the meeting or mailed to the legal address of the corporation. If mailed, the ballot must be received at least twenty-four (24) hours prior to the meeting. Voting by proxy will not be permitted. New directors will take office commencing with the first Board meeting after the Annual Meeting.
Section 10. Voting Tights Of Members. Regular and Student Members of this corporation shall be entitled to one (1) vote after having paid their yearly dues. A Family Membership shall be limited to two (2) votes; and an Institution Membership shall have no (0) votes.
Section 11. Special Meetings. Special meetings of the members of the corporation for any purpose or purposed may be called at any time by the president of the corporation or by any three (3) directors. Written notice of the time and place of special meetings shall be given in the same manner as for the Annual Meeting of the members.
Section 12. Regular Meetings. Regular meetings of
the members of the corporation will be held on the first Wednesday of the
month of
September through June with written notices being delivered to the
members at least forty-eight (48) hours in advance of said meeting.
Section 13. Quorum. A quorum for any meeting of the members shall be twenty percent (20%) of the voting members.
Section 14. Liabilities Of Members. No person who
is now, or who later becomes, a member of this corporation shall be personally
liable to its creditors for any indebtedness or liability, and any and
all creditors of this corporation shall look only to the assets of this
corporation for payment.
ARTICLE III
Section 1. Number Of Directors. The Board of Directors shall consist of nine (9) members until the number of directors is changed by amendment to these by-laws.
Section 2. Quorum. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 3. Powers Of Directors. Subject to limitations of the Articles of Incorporation, other sections of the By-Laws, and of California Law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and the affairs of the corporation shall be controlled by, the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:
a. To select
and remove all the other members, officers, agents, and employees of the
corporation, prescribed such powers and duties for them as may not be inconsistent
with
law, the Articles of Incorporation, or the By-Laws, fix their compensation,
and require from
them security for faithful service.
b. To conduct,
manage and control the affairs and business of the corporation, and to
make
rules and regulations not inconsistent with law, the Articles of Incorporation,
or the
By-Laws.
c. To borrow
money and incur indebtedness for the purpose of the corporation and for
that
purpose to cause to be executed and delivered, in the corporate name, promissory
notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or
other evidence of
debt and securities.
Section 4. Election And Term Of Office. Except as
provided below for the initial terms for the first directors, the terms
of office of each director of this corporation shall be three (3) years
or until his/her successor is elected. Successors for directors whose
terms of office are then expiring shall be elected at the Annual Meeting
of members in the year such terms expire. A director must
retire for at least one year after the end of his/her term in office
before he/she may be re-elected to a Board position. A director appointed
to fill out the remainder of the term of office of vacancy on the Board
may run for re-election after completion of the term. At the organizational
meeting of the first directors of this corporation the directors shall,
by lot, classify themselves into three (3) groups. The first group
shall consist of three (3) directors whose initial term of office shall
be for one (1) year. The second group shall consist of three (3 directors
whose initial term of office shall be for two (2) years. The third
group shall consist of three (3) directors whose initial term shall be
three (3) years. This classification and the short initial terms
are for the purpose of providing, as nearly numerically as possible, for
the election of one-third (1/3) of the Board of Directors in each year.
Section 5. Vacancies. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors then in office even though less than a quorum, or by the sole remaining director. A successor director so elected shall serve for the unexpired term of his/her predecessor.
Section 6. Place Of Meeting. Regular meetings of the Board of Directors shall be held at any place within Ventura County that has been designated from time to time by resolution of the Board or by written consent of all members of the Board, or at a place outside the County when approved by the Board at a prior Regular meeting. In the absence of this designation Regular Meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held either at a place designated or at the principle office.
Section 7. Meetings. Meetings of the Board of Directors
will be called regularly bi-monthly from August through June or may be
called at any time by the president or any three (3) directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director or sent to each director by mail or other form
of written communication, charges prepaid, addressed to him at his address
as it is shown in the records of the corporation, or if it is shown on
the records or it is not readily ascertainable, at the place at which the
meetings of the directors are regularly held. The notice shall be
mailed at least forty-eight (48 hours before the time of the holding of
the meeting.
Section 8. Removal. A director may be removed from office, for cause, by a vote of the majority of the directors.
Section 9. Compensation. The director shall receive
no compensation for their services as directors.
ARTICLE IV
Section 1. Officers. The officers of this corporation shall be a president, president-elect, secretary and treasurer and any such other officers as the Board of Directors may appoint. One person, other than the president, may hold more than one of these offices. Officers shall be members of the Board of Directors.
Section 2. Election. Officers shall serve for term of one (1) year, or until their successors are elected and qualified.
Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors.
Section 4. President. Subject to the control of the Board of Directors, the president shall have general supervision, direction and control of the business and affairs of the corporation, including the power to establish committees and appoint chairpersons, subject to approval of the majority of the Board of Directors.
Section 5. President-Elect. In the absence or disability of the president, the president-elect shall perform all the duties of the president and in so acting shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors. The president-elect shall act as program chairperson.
Section 6. Secretary. The secretary shall keep the seal of the corporation and affix it to such papers and instruments as amy be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, and shall discharge such duties of the office as prescribed by the Board of Directors. The secretary shall keep and report the minutes of all formal board meetings of the corporation.
Section 7. Treasurer. The treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the corporation signed by the treasurer plus either the president, president-elect or the secretary or by such officers as may be designated by the Board of Directors as authorized to sign them. The treasurer shall have other such duties as may be prescribed from time to time by the Board of Directors.
Section 9. Any voting member of the corporation may place
his/her name on the ballot for election to the Board of Directors either
by appearing at the April general meeting and requesting that his/her name
be placed on the ballot or by sending a letter to the Board of Directors
of the corporation at its legal mailing address indicating a willingness
and desire to run for election to the Board, such letter to be received
twenty-four (24) hours prior to the April meeting. Nominations from
the floor may be made at the April general membership meeting provided
the nominee is present to accept or reject the nomination.
ARTICLE V
These By-Laws may be amended or repealed and new By-Laws adopted by
the vote of a majority of the members of the corporation casting ballots
after written notice and upon proposal by the Board of Directors of the
corporation. By-Law changes will be decided by written ballot, mailed
at least fifteen (15) days prior to the next general membership meeting
to the members eligible to vote. Ballots may either be returned twenty-four
(24) hours prior to that general meeting to the mailing address of the
corporation, or cast in person at the meeting. Voting by proxy shall
not be permitted.
ARTICLE VI
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
Section 1. Execution Of Instruments. The Board of Directors, except as otherwise provided by these By-Laws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and in behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 2. Checks And Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the corporation shall be signed by at least two persons, one of which will be either the president and/or the president-elect of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may
accept on behalf of the corporation any contribution, gift, bequest or
device for the general purpose or for any special purpose of the corporation.
ARTICLE VII
CORPORATE RECORDS, REPORTS AND SEAL
Section 1. Minutes Of Meetings. The corporation shall keep at its principle office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Directors, with the time and place of holding, whether a regular or special meeting, and if special, how authorized, the notice given, the names of those present and the proceedings thereof.
Section 2. Books Of Account. The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Section 3. Records Available To Assessor. Upon request of the assessor, the corporation shall make available at its principle offices in California or at a place mutually acceptable to the assessor and to the corporation, a true copy of business records relevant to the amount, cost, and value of property, subject to local assessment, which it owns, claims, possesses, or controls within the county.
Section 4. Inspection Of Records By Members. he books of account shall at all reasonable times be open to inspection by any Director. Every member shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by an agent or attorney, and the rights of inspection includes the right to make extracts. Sensitive Archaeological data shall be excluded from this Section, unless approval to make such inspection is given by a bona fide Member-Archaeologist.
Section 5. Annual Report And Financial Statement.
The Board of Directors will provide for the preparation and submission
to the members a written annual report, including a financial statement.
Such reports shall summarize the corporation's activities for the preceding
year. The financial statement shall consist of a balance sheet as
of the close of business of the corporation's fiscal year, a summary of
the receipts and disbursements, and by prepared in such a manner and form
as is sanctioned by sound accounting practices, and be certified by the
president, secretary and treasurer, or by a public accountant.
ARTICLE VIII
Section 1. Effective Date of By-Laws. These By-Laws shall become effective immediately on their adoption. Amendment to these By-Laws shall become effective immediately on their adoption unless the members, in adoption of them as hereinafter provide, provided that they are to become effective at a later date.
Section 2. Certification And Inspection. The original, or a copy of the By-Laws as amended or otherwise altered to date, certified by the secretary of the corporation, shall be recorded and kept in a book which shall be kept in the principle office of the corporation, and such book shall be open to inspection by the members at all reasonable times during office hours.
Section 3. Rules Of Order. The rules contained in
Robert's Rules Of Order, Revised, shall govern the corporation in all cases
to which they are applicable, and in which they are not inconsistent with
the By-Laws or the Special Rules of Order of this corporation.
ARTICLE IX
VOTING SHARES HELD BY THE CORPORATION
The president of this corporation, or in his/her absence or in his/her
refusal or inability to act, such other officer as may be designated by
resolution of the Board of Directors, shall have full power and authority
on behalf of the corporation to vote in person or by proxy all shares of
any corporation standing in the name of this corporation and shall,
on behalf of the corporation, at any shareholders meetings, exercise
all rights incident to the ownership of such shares.
ARTICLE X
The corporation shall have the right to retain all or part of any securities
or property acquired by it in whatever manner, and to invest and reinvest
funds held by it, according g to the judgment of the Board of Directors,
without being restricted to the class of investments which a trustee is
or may hereafter be permitted by law to make or any similar restriction,
provided, however, that no action is a prohibited transaction under
Section 4941 through 4945 of the Internal Revenue Code of 1954, or corresponding
provisions of any subsequent Federal Tax Law.
ARTICLE XI
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with
this corporation, or any other private individual, shall receive at any
time any of the net earnings or pecuniary profit from the operations of
the corporation, provided, that this provision shall not prevent payments
of any such person of reasonable compensation for services rendered to
or for the corporation in effectuating any of its purposes as shall be
fixed by resolutions of the Board of Directors; and no such person shall
be entitled to share in the assets on dissolution of the corporation.
All members of the corporation shall be deemed to have expressly consented
and agreed that on such dissolution or winding up of the affairs of the
corporation, after all debts have been satisfied, the assets then remaining
in the hands of the Board of Directors shall be distributed as required
by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE XII
CONSTRUCTION
As used in these By-Laws:
a. The present tense includes the past
and the future tenses, and the future tense includes the
present.
b. The masculine gender includes the feminine and neuter.
c. The singular number includes the plural, and the plural number includes the singular.
d. The word "shall is mandatory, and the "may is permissive.
e. The words "Directors" and "Board"
have the meaning in relation to any powers or duty
requiring collective
action, of "Board of Directors".
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