Bylaws and Policies
ARTICLE I - GENERAL
Section 1. Purposes. The Midwest Archaeological Conference, Inc., is hereinafter referred to as “the Corporation.” The Corporation has been incorporated in the State of Wisconsin as a nonstock corporation under Chapter 181 of the Wisconsin Statues. The purposes of this Corporation shall be as set forth in the Articles of Incorporation of the Corporation. These Bylaws specify various matters affecting the operations and governance of the Corporation.
Section 2. Mission. The mission of the Corporation shall be to promote and to stimulate interest in the archaeology of the Midwestern United States and neighboring areas; to serve as a bond among those interested in this and related subjects; to publish and to encourage publication; to advocate for the preservation of archaeological resources; to aid in the conservation of archaeological data; and to encourage an appreciation and support of archaeological research.
Section 3. Non-Discrimination. The Corporation shall not directly or indirectly discriminate against any person or organization for the reason of race, gender, age, religion, disability, national origin, ancestry, marital status or sexual orientation.
Section 4. Solicitation and Receipt of Gifts. The Corporation shall seek gifts, contributions, donations, bequests, and grants (herein generally called “gifts”) for its purposes. While the Corporation specifically encourages unrestricted gifts whose principal and/or income therefrom may be used for the Corporation’s purposes at the discretion of the Board of Directors of the Corporation, the Board of Directors will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Board of Directors to be acceptable or otherwise conforms with these Bylaws and any other guidelines established by the Board of Directors for such restricted gifts.
ARTICLE II - MEMBERSHIP
Section 1. Members. The Corporation shall have members. Each member shall have one vote in matters submitted for vote by the Board of Directors. Membership is open to any person without regard to race, gender, age, religion, disability, national origin, ancestry, marital status or sexual orientation. All members shall be eligible for any elective or appointive office in the Corporation.
Section 2. Membership Policy and Fees. All members shall pay a membership fee in such amount as specified by resolution of the Board of Directors, and approved by the membership. The guidelines for the payment of membership dues and the rights and privileges associated with membership shall be governed by the Corporation’s designated Membership Policy that shall be adopted and maintained by the Board of Directors.
Section 3. Member Liability. No member by virtue of just being a member of the Corporation shall be liable for the debts, liabilities or obligations of the Corporation.
Section 4. Termination. Membership shall be terminated in any of the following three ways:
(a)The member voluntarily resigns in writing to the President.
(b) The member fails to pay membership dues.
(c) The Board of Directors may terminate membership of any member by three-quarters vote of the members of the Board in attendance at a Board meeting on the grounds that a member acts contrary to the purposes of the Corporation, or who otherwisemakes improper use of membership in the Corporation. This action requires written documentation of the grounds for termination and the Board of Directors decision; they become part of the organization’s permanent record. The action of the Board of Directors may be subject to an appeal by the former member that is addressed to the Board at its Annual Meeting.
ARTICLE III - BOARD OF DIRECTORS
Section 1. General Powers. Subject to the limitations of the Articles of Incorporation of the Corporation, these Bylaws and the laws of the State of Wisconsin, the property, affairs, and all other corporate powers of the Corporation shall be governed by its Board of Directors.
Section 2. Duties. Without limiting the broader duties of the Board of Directors, specific duties of the Board members include the following: ensure that the goals and objectives of the Corporation are implemented; evaluate and monitor all programs; develop programs and activities that promote the purpose of the Corporation; terminate members under a cause specified in Article II; establish governance, program, personnel, financial, and development policies subject to vote; monitor finances; ensure that adequate resources are available to the Corporation; authorize all legal documents; and present an annual report at the Annual Meeting.
Section 3. Number, Election, Tenure, Qualifications. The Board of Directors consists of the current officers, of which there will be a minimum of three (3). The Directors shall be elected or re-elected, as the case may be, by the members of the Corporation and shall hold their position as set forth in Article V of these Bylaws.
Section 4. Officers. The Officers of the Corporation, as elected prior to the Annual Meeting by the members, shall be the voting members of the Corporation’s Board of Directors. The Board of Directors shall consist of, and serve as, the Officers of the Corporation.
Section 5. Quorum. A majority of the Board of Directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board. A Director may attend any meeting of the Board of Directors through use of a telephone or other communications equipment so long as each participant can hear simultaneously and receive and send written information simultaneously with every other participant in the meeting. No action may be taken at a regular or special meeting of the Board unless a quorum is present, except that the Directors present may adjourn the meeting. Questions shall be decided by the Board of Directors by a majority of the votes cast at any meeting or by ballot. In the case of a tie vote the decision of the President shall be final. The act 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, unless the act of a greater number is required by law or these Bylaws.
Section 6. Removal. Any Director may be removed from office with cause by three-quarters of the Board. All Directors shall receive, in writing, notice of any proposed removal at least seven (7) days prior to the vote. All Directors shall be entitled to at least seven (7) days notice in writing of the meeting at which his or her removal is to be voted upon and shall be entitled to be heard at such meeting.
Section 7. Non-Compensation. No Director shall receive any compensation or remuneration for services as a Director. When authorized by the Board of Directors, however, reimbursement may be made for travel or other out-of-pocket expenses incurred in discharging official duties as prescribed by the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity or receiving reasonable compensation from such service.
Section 8. Conflict of Interest Policy. The Board of Directors shall adopt a Conflict of Interest policy that complies with all requirements of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Section 9. Actions in Writing. Any action required to be taken at a meeting of the Board of Directors of the Corporation may be taken without a formal meeting if consent is given by all Directors entitled to vote. Such action by written consent shall have the same force and effect as a vote taken at a meeting. A summary of such actions shall be duly noted in the minutes of the next meeting of the Board of Directors.
Section 10. Meetings. An Annual Meeting of the Board of Directors shall be held immediately prior the Annual Meeting of the Corporation.
Section 11. Special Meetings. Special meetings of the Board of Directors for any purpose(s) may be called at the request of the President of the Corporation, or if the President is absent or is unable or refuses to act, by the President-Elect or upon the written request of a majority of the Directors. Special meetings must be preceded by at least two (2) days’ notice to each director of the date, time and place of the meeting.
Section 12. Budget and Reports. The Board of Directors shall act upon the budget provided by the Treasurer. A budget shall be submitted by the Board of Directors to the Annual Meeting for approval. Furthermore, reports of officers, representatives, delegates, committees, and agents may be presented in full or brief form at the Annual Meeting upon approval by the Board of Directors.
ARTICLE IV - NOMINATIONS, VOTING, AND ELECTIONS
Section 1. Nominations Committee. Before March 1 of each year the President shall appoint three members of the Corporation not serving concurrently as Officers to form a Nominations Committee. The Nominations Committee shall secure the nominations for candidates for the Board of Directors officer positions that are to be vacated.
Section 2. Nominations. Members of the Corporation may suggest potential candidates for the Board of Directors directly to the Nominations Committee. The names of the members of the Nominations Committee and their addresses for any given fiscal year shall be distributed to members by the Secretary. For all pending open offices of Secretary-elect, Treasurer-elect, and Editor-elect the Nominations Committee shall nominate one or more member candidates. For the other offices the Committee shall nominate at least two and no more than three member candidates. To be included in the final vote, all candidates must specify in writing to the Nominations Committee their willingness to serve on the Board of Directors.
Section 3. Voting. Each member shall be entitled to vote for one candidate for each office. Voting shall be by anonymous ballot. The Secretary shall distribute ballots to the members of the Corporation at least thirty (30) days before the Annual Meeting. The candidates receiving the highest number of returned votes for each office by ten (10) days before the Annual Meeting shall be elected. In the event of a tie, the outcome will be decided by a simple coin toss by the President at the Annual Meeting. The elected Officers shall become the Board of Directors upon assuming their elected positions at the Annual Meeting. Proposed changes to Bylaws will also be distributed to all members at least thirty (30) days before either the ballot deadline or the meeting where such amendments will be considered (Article IX, Section 1).
ARTICLE V - OFFICERS
Section 1. Board of Directors. The Officers of the Corporation, as elected prior to the Annual Meeting by the members, shall be the voting members of the Corporation’s Board of Directors. The Board of Directors shall consist of, and serve as, the Officers of the Corporation.
Section 2. Officers and Positions. The Officers shall include a President, a Secretary, a Treasurer, an Editor, and two Executive Officers and, in years ending the term of the President, Secretary, Treasurer, and Editor, the newly elected officers.
Section 3. Terms. The President-elect shall be elected for a one year term, at the conclusion of which the President-elect will succeed to the Presidency to serve a two year term. The Secretary-elect, the Treasurer-elect, and the Editor-elect shall be elected in that order in succeeding years for a one year term at the conclusion of which they shall succeed to the offices of Secretary, Treasurer, and Editor respectively, to serve a three year term. The other two members of the Board of Directors shall be elected, one each year, for a term of two years.
Section 4. Appointed Officers. In the event of the absence, death, resignation or incapacity of any officer, the duties of the office shall be assumed by the appropriate officer-elect or, in the event where no newly elected officer is yet elected, the Board of Directors shall have the power to make an appointment by majority vote for the duration of the term that remains, whereupon the office will be filled by election.
Section 5. President. The President shall be the Chief Executive Officer of the Corporation and shall preside at the meetings of the Board of Directors and the Annual Business Meeting of the membership. The President may appoint members of the Corporation to represent the Corporation, as appropriate and as needed, in its dealings with other societies, agencies, councils, or committees. The President also appoints members of the Corporation, as needed and with the Board of Directors’ approval, to committees to conduct the Corporation’s business. The President shall sign all written contracts authorized by the Board of Directors. The actions of the President in exercising the duties of the office shall be subject to review and approval of the Board of Directors.
Section 6. President-elect. The President-elect shall succeed to the presidency after a term of one year. The President-elect shall assist and/or perform the duties of the President.
Section 7. Secretary. The Secretary, subject to the directions of the Board of Directors, shall be responsible for the maintenance of the central office of the Corporation and shall have general charge of all administrative matters. The Secretary shall compile the minutes of Annual, Special, Regional and Joint Meetings of the Corporation which will include any individual or committee reports presented therein. The Secretary shall issue notice to all members of any vote to take place at any Annual Meeting or Special Meeting called by the Board of Directors. The Secretary shall also tabulate votes and ballots cast in all Corporation elections and referenda. The Secretary shall maintain records of the Corporation for the duration of his or her service, at which point the records are submitted to the Corporation’s archives. The Secretary also attends to the ordinary correspondence of the Corporation. The Secretary shall render an annual report to the Board of Directors, which upon approval, shall be presented to the Annual Business Meeting. The Secretary, subject to authorization and budgetary provisions for the Board of Directors, may employ clerical assistance, and purchase supplies necessary to the office.
Section 8. Treasurer. The Treasurer shall be responsible for the administration of the finances of the Corporation subject to the directions of the Board of Directors and as specified in Article VII of these Bylaws. The Treasurer shall be the Corporation's fiscal agent in dealing with persons or organizations. The Treasurer shall be responsible for the maintenance of adequate books and records which shall be open to inspection by the Board of Directors. The Treasurer shall forward a list of dues paid members in good standing to the Secretary. The Treasurer shall have custody of all money and securities of the Corporation, keep regular books of accounts, and arrange for the services of a Certified Public Accountant for an annual review of the Corporation's books. The Treasurer shall prepare and submit a budget for the ensuing year to the Board of Directors for approval. Upon approval, the budget shall be presented to the Annual Business Meeting and included in the minutes. The Treasurer shall bill all members on an annual basis for the Corporation dues. The Treasurer may, subject to authorization by the Board of Directors, employ clerical and programming assistance.
Section 9. Editor. The Editor shall have full charge of all publications of the Corporation under the direction of the Board of Directors. The Editor may make negotiations for publishing contracts in the name of the Corporation and make minor adjustments in basic contracts relating to publications. The Editor may initiate agreements with individuals and institutions for financing publications. All such agreements must be approved by the Secretary, Treasurer, and President. All bills relating to publishing delegations shall be certified to the Treasurer by the Editor. The Editor shall render an annual report to the Board of Directors which, upon approval, shall be presented to the Annual Meeting. The Editor may, subject to review by the Board of Directors, appoint Associate and Assistant Editors and an Editorial Advisory Board. The Editor's representatives shall serve concurrently with, and under the direction of, the Editor, and shall be responsible to him/her. The Editor may, subject to authorization and budgetary provisions by the Board of Directors, employ clerical and editorial assistance.
ARTICLE VI – MEETINGS OF MEMBERS
Section 1. Annual Meeting and Quorum. The Corporation shall hold an Annual Meeting in the fall of each year. The attending members shall constitute a quorum regardless of the number or percentage of total members in attendance.
Section 2. Annual Meeting Location. At each Annual Meeting the Board of Directors shall entertain proposals to host future Annual Meetings from the membership. Determination of the future host(s) shall be by the Board of Directors. In the event that no acceptable proposal is received within one year of the ensuing Annual Meeting, the time and place of the meeting may be designated by the Board of Directors.
Section 3. Annual Meeting Announcement. With due notice of at least thirty (30) days, the place and date of the next Annual Meeting shall be published on the MAC website and through other means as the Board of Directors determine. Announcements and a preliminary program shall be communicated by the Program Chairperson at least thirty days in advance of the Meeting.
Section 4. Voting Result Announcement. With due notice of at least thirty (30) days, all matters submitted for vote by the members and the Board of Directors shall be published on the MAC website and through other means as the Board of Directors determine.
Section 5. Special Meetings. Special Meetings of the membership of the Corporation shall be called by the President at any time given ten (10) days notice to the relevant parties. Notice of Special Meetings shall be distributed by the Secretary. Any matter of business not requiring a ballot may be decided at a Special Meeting provided notice of such business is specified in the call.
ARTICLE VII – BUSINESS ADMINISTRATION
Section 1. Execution of Instruments. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, employee or employees, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute any contract and deliver any instrument in the name of and on behalf of the Corporation, subject to its compatibility with the budget approved by the members at the annual meeting.
Section 2. Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies or other depositaries as are selected by the Board or by any agent or agents of the Corporation to whom such power may be delegated by the Board of Directors. The Board of Directors may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these Bylaws, as the Board may deem expedient.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall be determined by resolution of the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries may be made without counter-signature by the President or the Treasurer, or by any other officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Corporation.
Section 4. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans may be made to any officer or director of the Corporation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made at the discretion of the President or, in the case of the President, as determined by the Board of Directors.
Section 5. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or depositaries as the Board of Directors may select.
ARTICLE VIII – MISCELLANEOUS
Section 1. Books and Records. The Corporation shall keep correct and complete books and records of accounts; shall keep minutes of the proceedings of Board of Directors and committee meetings; and shall keep at the registered or principal office a record of names, phone, electronic addresses and facsimile numbers of the Directors. The Treasurer shall renew each year the appropriate forms to maintain nonstock corporation status with the State of Wisconsin.
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on such date as shall be established by the Board of Directors, typically the federal tax year.
Section 3. Mandatory Indemnification. The corporation shall, to the fullest extent permitted or required by the Statute, indemnify each Director and Officer against any and all Liabilities, and advance any and all reasonable Expenses as incurred by a Director or Officer, arising out of or in connection with any Proceeding to which such Director or Officer is a Party because he or she is a Director or Officer of the Corporation. The rights to indemnification granted thereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which such person may be entitled under any written agreement, board resolution, vote of members, the Statute or otherwise. The Corporation may, but shall not be required to, supplement the right to indemnification against Liability and advancement of Expenses under this section by the purchase of insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify such person under this section. The term “statute,” as used in this Article, shall mean Sections 181.0871 through 181.0883 of the Wisconsin Statutes and all amendments thereto which permit or require the Corporation to provide broader indemnification rights than prior to the amendment. All other capitalized terms used in this Article and not otherwise defined herein shall have the meaning set for in Section 181.0871 of the Statute.
Section 4. Limited Liability Volunteers. Each individual (other than an employee of the Corporation) who provides services to or on behalf of the Corporation without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent provided by Section 181.0670 of the Wisconsin Statutes or any similar successor provision thereto. For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted or registered under state law and who is performing services to or on behalf of the Corporation without compensation is not acting within the scope of his or her professional practice under such license, certificate, permit or registration, unless otherwise expressly indicated to the Corporation in writing.
ARTICLE IX – AMENDMENTS
Section 1. These Bylaws may be amended or amended and restated by a majority vote of the members; provided, that amendments shall not be considered unless proposed by the Board of Directors or by a petition signed by ten (10) percent of dues-paying members and that any proposed amendment is distributed to all members at least thirty (30) days before either the deadline for ballots (paper or electronic) or the meeting where the amendment will be considered. Such notice must state the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the votes cast.
ARTICLE X - DISPOSAL OF ASSETS
Section 1. Upon the dissolution of the Corporation, whether voluntary or involuntary, after paying all of the liabilities of the Corporation, the Corporation through its Board of Directors shall dispose of all of its assets exclusively for the scientific and educational purposes set forth in the Articles of Incorporation and these Bylaws by donating them to one or more institutions or organizations exempt from taxation under statute.
ARTICLE XI – PERMITTED DISTRIBUTIONS
Section 1. Permitted Distributions
The Corporation may make a distribution to another corporation if:
(a) The distribution is made in accordance with the stated purposes of the Corporation;
(b) After the distribution, the Corporation will be able to pay its debts as they become due in the usual course of its activities;
(c) After the distribution, the Corporation’s total assets will equal at least the sum of its total liabilities; and
(d) The corporation to which the distribution is made may not distribute any part of its income to members, directors, or officers and is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.
Approved by the MAC, Inc. Executive Board on 10/18/12 following an affirmative vote by the membership.