Section 1—NameThe name of this organization shall be the Society for American Archaeology, a nonprofit corporation incorporated in the District of Columbia.
Section 2—OfficesOffices of the Society shall be located in the District of Columbia and/or in such other localities as may be determined by the Board of Directors.
The objectives of this Society shall be:
- to promote and to stimulate interest and research in the archaeology of the American continents;
- to advocate and to aid in the conservation of archaeological resources;
- to encourage public access to and appreciation of the aims, accomplishments, and limitations of archaeological research;
- to serve as a bond among those interested in American archaeology, both professionals and nonprofessionals, and to aid in directing their efforts into scientific channels;
- to publish and to encourage the publication of archaeological research;
- to foster the formation and welfare of regional and local archaeological societies;
- to discourage commercialism in archaeology and to work for its elimination;
- to support training in the field of archaeology;
- to operate exclusively for scientific and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code;
- to promote discussion and education about the ethical practice of archaeology; and
- to engage in any and all lawful activities incidental to the foregoing purposes.
In pursuit of its objectives, the Society shall promote and support legislative, regulatory, and voluntary programs that encourage ethical access to archaeological knowledge, sites, and artifacts, and shall discourage activities that result in the unnecessary loss of the same. Such activities include, but are not limited to, irresponsible excavation, collecting, hoarding, exchanging, buying, or selling archaeological materials. Conduct resulting in such losses is contrary to the ideals and objectives of the Society.
The Society shall be composed of members in good standing (hereafter, “Members”). It shall have a Board of Directors (hereafter, “Board”), committees of the Society, and such contractors and employees as are necessary to accomplish its purposes.
Section 2—Additional Organizational Units
To achieve the objectives of the Society, the Board may approve organizational units such as boards, councils, interest groups, or divisions to serve special interests of the Members.
Section 3—Relationships with Other Organizations
The Board may establish relationships with other archaeological societies and associations, allied groups, and groups of avocational and amateur archaeologists.
Membership is open to any person who subscribes to the ideals, objectives, and accepted standards of the Society as set forth in these Bylaws, Board policies, and the SAA Principles of Archaeological Ethics, without regard to sex, race, religion, nationality, age, sexual orientation, gender identity, disability, marital or veteran status.
Membership benefits shall be established by the Board. Full membership benefits shall include, but not be limited to, the following:
- voting in Society elections;
- voting on referenda and Bylaws amendments;
- being elected to positions of the Society;
- being appointed to committees of the Society;
- being eligible to present at the Annual Meeting of the Society;
- receiving Society publications as determined by the Board; and
- petitioning for referenda and Bylaws amendments.
Membership categories shall be established by the Board. These categories shall include, but not be limited to, the following:
- Full Members, who shall receive all benefits of membership in the Society and comprise the following subcategories:
(a) Regular Members — Any eligible person may become a Regular Member.
(b) Student Members — Any eligible person matriculating in a primary or secondary school or pursuing a degree from an institution of higher education may become a Student Member.
(c) Retired Members — Any eligible person who has retired from professional life in a remunerative capacity may become a Retired Member.
(d) Life Members — Any eligible person may become a Life Member under conditions determined by the Board.
- Associate Members, who may present at the Annual Meeting of the Society and may receive other benefits of membership as the Board shall determine, except for voting and serving in elected positions.
- Honorary Members, who are recognized by the Board at such time and under such terms as the Board shall determine.
Membership application procedures shall be established by the Board.
Section 5—Suspension for Non-Payment of Dues
Any Member whose dues are 30 days past due shall be suspended, and all privileges of membership shall be discontinued. Members suspended for nonpayment of dues may be reinstated at any time upon payment of the current year’s dues.
- Upon being presented with credible evidence that an individual has been found, by a court of competent jurisdiction or an administrative or regulatory body (the “Adjudicating Body”), to have engaged in conduct or actions contrary to the ideals, objectives, and accepted standards of the Society as set forth in these Bylaws, Board policies, or the SAA Principles of Archaeological Ethics, or for other reasons at its discretion, the Board may, by three-quarters vote of the Board members present and voting, remove the Member from the membership rolls for a specific term or permanently. Upon being presented with evidence that the ruling of the Adjudicating Body was duly overturned on appeal, the Board may reconsider its determination and choose to reinstate the Member to the membership rolls.
- Such conduct or action shall include, but is not limited to, sexual assault and harassment.
- The membership of individuals who are under suspension for nonpayment of dues at the close of a membership year shall be terminated.
- An individual whose membership is terminated under Section 6.1 of this article may request reinstatement to membership for good cause shown. A showing of “good cause” for purposes of reinstatement shall be considered only in limited instances of extraordinary circumstances, or for new, material information not available to the Board at the time of termination.
- An individual whose membership has been terminated for a reason other than nonpayment of dues is ineligible for reinstatement of membership except through an action of the Board described under Section 6.4 of this article.
Section 1—Annual Dues
The annual dues, payable in United States funds, shall be fixed by the Board. The rates for annual dues may differ by membership category or other criteria determined by the Board.
Section 2—Other Charges
Each Member shall pay such other charges for meetings, activities, and materials as may be determined by the Board. Policies and charges on services and materials for non-members shall be determined by the Board.
Section 1—Authority and Responsibility
The Board shall have supervision, control, and direction of the Society’s affairs, committees, and publications; shall determine the Society’s policies or changes therein; shall actively pursue the Society’s objectives; and shall supervise the disbursement of the Society’s funds.
The Board shall be composed of the Officers, Officers-elect, and six Directors-at-large. Officers-elect and Directors-at-large shall be elected by the membership of the Society as provided in Article IX, except where otherwise specified in these Bylaws. The Executive Director shall be an ex officio member of the Board without voting rights.
- The Board shall hold at least two regular meetings annually.
- Special meetings of the Board may be called by the President, either at the President’s initiative or at the written request of a majority of all Board members. Written notice must be sent to each Board member at least ten days prior to the meeting.
- Under extraordinary circumstances that require immediate consideration, the President may call an emergency meeting with shorter notice.
- Board members may participate in any meeting by any means of communication in which all persons participating are able to hear and to interact with one another. Such participation shall constitute presence in person at the meeting.
Section 4—Quorum and Voting
- At any meeting of the Board, a simple majority of the voting members of the Board shall constitute a quorum.
- Unless otherwise stated in these Bylaws, a majority vote shall govern.
- No member may vote by proxy.
- The President may request action by the Board between meetings by mail ballot, telephone vote, or other electronic means, with appropriate documentation. Such actions must be approved by a majority of all voting members of the Board. They shall be reported at the next meeting of the Board.
It is the duty of Board members to attend all Board meetings, save for good cause. The Board shall consider the cause of each absence as a separate circumstance and may excuse the absence by majority vote. Any Board member absent from two consecutive meetings without such Board action shall automatically vacate the position.
Section 6—Resignation or Removal from Office
- A Board member may resign by presenting written notice to the Board.
- A voting Board member may be removed by a vote of three-quarters of all Board members eligible to vote. The vote must be held at a Board meeting, with the individual in question being absent from the discussion and the vote. Prior written notice of the meeting must state that there is to be a vote on the removal of the named Board member.
Section 7—Duration of Office for Directors-at-large
- A Director-at-large shall serve for a term of three years and until a successor has been elected or appointed. Terms of the Directors-at-large shall begin at the close of the Annual Business Meeting following the election.
- No Director-at-large who has served a full three-year term shall be eligible to appear on the ballot for the same office until a full year has passed since the previous term expired.
Section 8—Vacancies among Directors-at-large
A vacancy in a Director-at-large position shall be filled by appointment by the Board for the remainder of the unexpired term.
The Officers of the Society shall be a President, a Secretary, and a Treasurer. The Officers-elect shall be either a President-elect and a Secretary-elect, or a Treasurer-elect, in any given year.
Section 2—Terms of Office
The President, Secretary, and Treasurer shall each serve for a term of two years. The President-elect and Secretary-elect shall each serve for a term of one year, beginning in an even-numbered year. The Treasurer-elect shall serve for a term of one year, beginning in an odd-numbered year. No elected Officer shall serve more than one full term in the same office. All terms shall begin at the close of the Annual Business Meeting following the election.
If there is a vacancy in the office of the President, Secretary, or Treasurer, the Officer-elect for that position shall serve as officer pro tempore until the end of the vacated term and then succeed to the office as provided in Section 2 of this article. If the vacancy cannot be filled by the appropriate Officer-elect, the Board shall appoint from its own membership an officer pro tempore to serve until the end of the vacated term.
Section 4—Duties of the President
The President shall be the presiding officer of the Society and chair of the Board. The President shall make all required appointments to standing and advisory committees. At the Annual Business Meeting of the Society and at other times deemed proper, the President shall report to the membership on the state of the Society. The President shall speak on behalf of the Society and perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board.
Section 5—Duties of the Secretary
The Secretary shall record the proceedings of business meetings of the Society and meetings of the Board, ensure that accurate records are kept concerning the corporation and the Members, ensure that appropriate archival procedures are used, oversee election and referendum balloting, report the results of elections and referenda to the Members, and perform other duties assigned by the President or the Board. Corporate records shall be kept at the Society’s principal office.
Section 6—Duties of the Treasurer
The Treasurer shall oversee the Society’s funds and financial records, oversee the proper collection of dues, ensure that proper accounting procedures for the handling of the Society’s funds are followed, review the performance of an annual audit by a Certified Public Accountant, and perform other duties assigned by the President or the Board. The Treasurer shall report on the financial condition of the Society at all regular meetings of the Board, at the Annual Business Meeting, and at other times as called upon by the President.
Section 7—Duties of the Officers-elect
The Officers-elect shall perform such duties as are delegated or assigned by the President or the Board.
The Society shall have the following committee structure:
- Subcommittees of the Board facilitate the work of the Board.
- Standing committees are established in the Bylaws. They facilitate the operation of the Society and perform other tasks as requested by the Board.
- Advisory committees are established by the Board. They advise the Board and provide service to the Society.
- Task forces are established by the Board. They perform specific activities for a defined term.
Section 2—Formation and Operation
Except as otherwise specified in the Bylaws, the Board shall create and dissolve each committee or task force; designate charges; and establish policy with regard to budget, size, type of membership, and term. Except as otherwise specified in the Bylaws, the President shall appoint chairs of committees and task forces with the advice and consent of the Board, and shall appoint members to committees and task forces. The names of the members of all committees and task forces shall be published to the membership.
Section 3—Standing Committees
The chair of each standing committee shall be appointed at the first meeting of the Board following the close of the Annual Business Meeting of the Society. No member of a standing committee shall hold elective office in the Society at the time of appointment to the standing committee. The standing committees of the Society are as follows:
- The Nominating Committee shall nominate candidates for each elected position that will become vacant after the next Annual Meeting. It shall be composed of five members, including at least one past Officer who shall serve as the chair. A quorum shall consist of three members of the committee and the chair. Two members of the Nominating Committee shall be elected by the Full Members each year. The other two members and the chair shall be selected by the Board at their first meeting following the close of the Annual Business Meeting of the Society.
- The Bylaws Committee shall review proposed amendments to the Bylaws, prepare recommendations to the membership on proposed amendments, and advise the Board and membership on matters related to the Bylaws. It shall be composed of at least three members, including at least one past Officer who shall serve as the chair.
- The Publications Committee shall advise the Board and editors on policies concerning scholarly and professional publications of the Society. It shall be composed of at least seven members, including a chair and at least two Student Members, as well as the editors of the Society’s publications who serve ex officio with voting rights.
- The Committee on Ethics shall advise the Board on ethical issues pertinent to the Society. It shall propose amendments, as necessary, to the SAA Principles of Archaeological Ethics, review proposed amendments, and prepare recommendations on proposed amendments to the Board. It shall be composed of at least seven members, including a chair and at least two Student Members.
- The President’s Advisory Board shall provide advice to the sitting President about the operation of the Society. It shall be composed of all past Presidents of the Society who are willing to serve. Each President, upon completion of office, shall become the chair of the President’s Advisory Board for the ensuing two years.
- After each Annual Business Meeting of the Society, the Secretary shall announce to the membership the positions that will become vacant at the next Annual Meeting with a notice that Members may suggest the names of candidates for such positions to the Nominating Committee.
- The Nominating Committee shall nominate two or more candidates for each elected position that will become vacant at the next Annual Business Meeting.
- In order to appear on a ballot, all nominees must indicate in writing to the chair of the Nominating Committee their willingness to serve.
The candidate for a position who receives the highest number of votes shall be elected to that position. In the event of a tie vote, the Board shall select among the tied candidates at a meeting of the Board prior to the Annual Business Meeting of the Society. The Secretary shall announce the results of the elections at or before the Annual Business Meeting.
A referendum shall be held by ballot at any time upon the initiation of the Board or upon petition by ten percent of the Full Members. Unless otherwise specified in the Bylaws, a majority of votes received shall determine the outcome.
Each Full Member of the Society shall be entitled to cast one ballot in any Society election or referendum. Ballots shall be sent by mail or electronically to all Full Members. Voting shall remain open for at least 30 days. To be counted, ballots must be received by the Secretary on or before the date on which voting closes. The Secretary shall certify the vote to the Board.
Section 1—Annual Business Meetings
- The Annual Business Meeting of the Society shall be held at such time and place as the Board shall determine. Notice of said meeting shall be given to all members no fewer than ten days and no more than six months before the meeting date.
- Should unusual conditions make it inadvisable to hold an Annual Business Meeting, the Board may cancel the Annual Business Meeting and hold a Board meeting in lieu thereof. This action shall require the approval of two-thirds of all voting members of the Board.
- Should the Board cancel the Annual Business Meeting, Officers, Officers-elect, and Directors-at-large shall begin their terms at the close of the Board meeting held in lieu thereof.
Section 2—Special Business Meetings
A Special Business Meeting of the Society may be called by the Board at any time, or shall be called by the President upon receipt of a signed petition by ten percent of the Full Members. Written notice of such meeting, specifying its purpose, shall be given to all members at least 30 days and no more than 60 days prior to the date thereof. Only the business specified in the notice may be transacted at this meeting.
Section 3—Regional or Joint Meetings
Regional meetings or joint meetings with other organizations for the purpose of discussing matters of mutual interest may be called by the President upon approval of the Board.
Section 4—Ban on Attendance at the Annual Meeting
- Upon being presented with credible evidence that an individual has been found, by a court of competent jurisdiction or an administrative or regulatory body, to have engaged in conduct or actions contrary to the ideals, objectives, and accepted standards of the Society as set forth in these Bylaws, Board policies, or the SAA Principles of Archaeological Ethics, the Board may bar that individual from attending the Annual Meeting or other Society-sponsored events, permanently or for a specific term.
- Such conduct or action shall include, but is not limited to, sexual assault and harassment.
At any Business Meeting of the Society, only Full Members shall have the right to vote. Votes must be cast in person at a meeting. Substantive resolutions that express actions or positions to be taken by the Society passed at a Business Meeting shall be subject to a referendum as specified in Article IX, Section 3.
For the Annual Business Meeting, a quorum shall consist of 100 Full Members. A quorum for a Special Business Meeting shall consist of five percent of the Full Members.
Section 7—Rules of OrderThe rules contained in the current edition of Robert’s Rules of Order shall govern the conduct of meetings of the Society in all cases to which they are applicable, except as otherwise provided in these Bylaws or any special rules of order duly adopted by the Board.
The Society shall publish journals and other publications approved by the Board. Individuals in each membership category shall receive such publications as the Board may designate.
There shall be an Executive Director of the Society and such additional staff as needed to perform the administrative functions of the Society.
Section 2—Executive Director
The Executive Director shall be an employee of the Society or a contractor. The Executive Director shall manage, supervise, and direct the operations of the Society’s headquarters office within the authority delegated by the Board. The Secretary and Treasurer, with the approval of the Board, may delegate any part or all of their duties, except the right to vote, to the Executive Director. These Officers shall continue to be responsible for the proper performance of these duties.
Section 1—Fiscal Year
The fiscal year of the Society shall be the calendar year.
Section 2—Fiscal Authority
The Board may receive by devise, bequest, donation, or otherwise, either real or personal property or both, and hold the same absolutely or in trust, and invest, reinvest, and manage the same, and apply said property and the income arising therefrom to the purposes of the Society except where restricted by these Bylaws.
The Board may establish and maintain designated funds as set forth in Board policy.
Section 4—Annual Budget
The Board shall adopt a budget each fiscal year.
No Officer, Officer-elect, or Director-at-large shall receive compensation for services rendered while acting in their capacity as a member of the Board. Travel expenses personally incurred by a Board member attending to the business of the Society shall be paid by the Society in accordance with rules and procedures adopted by the Board.
Section 6—Annual Financial Report and Audit
The Board shall appoint an independent Certified Public Accountant to audit the financial records of the Society and submit an annual audit report. An annual financial report shall be published by the Board.
Section 7—Deficit Financing
No financial obligation in excess of funds available in the treasury shall be assumed by the Board or by any Officer on behalf of the Society except when approved by two-thirds of all voting members of the Board.
Section 8—Legal Counsel
The Board may designate general legal counsel to advise in the affairs of the Society.
Every Board member, employee of the Society, and such others as specified by the Board shall be indemnified by the Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party or in which they may become involved, by reason of being or having been a Board member or employee of the Society, or any settlement thereof, whether the person is a Board member or employee at the time such expenses are incurred, except in such cases wherein the Board member or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which the indemnified may be entitled.
Upon dissolution, the Society shall use its funds only to accomplish the objectives specified in these Bylaws, and no part of said funds shall inure, or be distributed, to Members of the Society. Any funds remaining shall be distributed by the Board to one or more regularly organized charitable, educational, scientific, or philanthropic entities qualified as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
Section 1—Proposed Amendments
Proposed amendments to these Bylaws may originate by action of the Board or upon the written request of ten percent of the Full Members of the Society. Members who wish to propose an amendment shall consult with the Bylaws Committee to ensure that the proposed language is consistent with other provisions of the Bylaws. Such proposed amendments shall be submitted to the Secretary.
Pursuant to Article VIII, Section 3.2, the Secretary shall send any proposed amendments to the Bylaws Committee for review and for preparation of a recommendation to the membership.