Bylaws

The Missouri Archaeological Society's Articles of Incorporation and Bylaws as they stand as of January 2008.

1. The name of the corporation is: Missouri Archaeological Society, Inc.

2. The period of duration of the corporation is: perpetual.

3. The address of its initial Registered Office in the State of Missouri is: 1815 University Avenue in the city of Columbia, County of Boone, and the name of its initial Registered Agent at said address is Jesse E. Wrench.

4. The first Board of Directors shall be seven in number, their names and addresses being as follows:
Jesse E. Wrench, 1815 University, Columbia, Missouri;
Henry W. Hamilton, 787 East Eastwood, Marshall, Missouri;
J. Allen Eichenberger, Hannibal National Bank, Hannibal, Missouri; Leonard W. Blake, 5014 Westminister Place, St. Louis, Missouri;
Walter M. Davis, 1265 North Grant, Springfield, Missouri;
Carl H. Chapman, 129 Edgewood, Columbia, Missouri;
O. D. Evans, 320 Market St., St. Louis, Missouri

[The above four articles have not been amended since initial incorporation; articles 3 and 4 cannot be amended.]

[The following articles 5 through 7 are complete revisions, and articles 8 through 11 are additions approved by the Missouri Archaeological Society at its annual meeting, 9 April 1983.]

5. The corporation is organized, and shall exist exclusively for the following scientific, educational, and charitable purposes:

(a) To unite, in pursuit of the Society's purposes, those interested in the archaeology and in the early peoples of Missouri;

(b) To promote a scientific approach to archaeology;

(c) To promote and foster cooperation among professional archaeologists, amateur archaeologists and others interested in archaeology;

(d) To promote the scientific study, investigation, and reinterpretation of (1) prehistoric and historic remains and sites in Missouri in order to develop a better understanding of the cultures and lifeways of the early peoples of the area, and (2) the associations and relationships of these early peoples with each other and with those of other areas;

(e) To provide for the dissemination, through publications and other means, of knowledge and research in archaeology and related disciplines;

(f) To provide for the recording, preservation, and display of remains and sites of early peoples of the area covered by the present state of Missouri, and for the scientific and educational use of such information and material;

(g) To promote a constructive and supportive public attitude toward these remains and sites and toward the scientific approach to archaeology;

(h) To do all things and perform all acts as may be necessary or convenient in order to carry out such purposes and to have such powers as are provided by Section 355.090, Missouri Revised Statutes 1953, and all amendments thereto, but shall not carry on any activities not permitted to be carried on (1) by a corporation exempt under federal income tax under Sec. 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law) or (2) by a corporation, contributions to which are deductible under Sec. 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United State Internal Revenue Law);

(i) To make contributions, upon decision of the Board of Directors, to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).

(j) To recognize that artifact surface collecting and reporting has potential importance when performed in a manner consistent with the purposes and policies of the Society, specific guidelines, and Archaeological Survey of Missouri site recording procedures.

6. The control and management of the corporation shall be vested in a Board of Directors which shall consist of such number of persons, not less than 3, as may be provided for in the Bylaws of the corporation.

7. The corporation shall have members, and either one or more classes of members, the designation of which class or classes and the qualification and rights of the members of each class shall be set forth in the Bylaws of the corporation. An institutional class shall not be entitled to vote at any meeting of members of the corporation. Institutional class is defined as any association, business or non-profit corporation, partnership, trust, or syndicate.

8. Officers of the corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other offices as may be authorized by the Bylaws of the corporation, each of whom shall be elected or appointed for such term, not exceeding 3 years, as may be prescribed in the Bylaws of the corporation. If the Bylaws so provide, any 2 or more offices may be held by the same person, except the offices of president and secretary shall not be held by the same person.

9. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 5 above.

10. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

11. In the event of dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Sec. 501 (c) (3) of the Internal Revenue Code 1954 (or the corresponding provision of any future Unites States Internal Revenue Law), as the Board of Directors may determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of Boone County, Missouri, exclusively for such purposes or to such organization or organizations, which are organized and operated exclusively for such purposes, as said Court shall determine.

ARTICLE I—Name, Registered Office, and Registered Agent

1. The name of the corporation is Missouri Archaeological Society, Inc., a not-for-profit corporation authorized under Chapter 355, Missouri Revised Statutes 1953 and amendments thereto.

2. The corporation's registered office is 901 S. National Ave., Missouri State University, Springfield, Missouri 65897, and the name of its registered agent at said address is Neal H. Lopinot.

3. The registered office and registered agent may be changed from time to time by resolution of the Board of Directors.

ARTICLE II—Powers

1. The corporation shall have all the rights and powers set forth in Section 355.090 Missouri Revised Statutes 1953, and all amendments thereto and such other rights and powers set forth in Chapter 355, Missouri Revised Statutes 1953 and all amendments thereto, which are not inconsistent with the corporation's Articles of Incorporation and Bylaws.

ARTICLE III—Amendment of Articles of Incorporation

1. Amendments to the Articles of Incorporation shall be made by members of the corporation entitled to vote, in the following manner:

(a) The Board of Directors shall first adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at any annual or special meeting of members entitled to vote thereon. Written notice setting forth the proposed amendment or a summary of changes to be effected thereby, shall be given to each member entitled to vote at such a meeting within the time and in the manner provided in these Bylaws for the giving of notice of meetings to members. Voting thereon may be either in person or by proxy, and same shall be deemed adopted upon receiving at least two-thirds of the votes entitled to be cast by members present in person or by proxy at such meeting, or

(b) Amendments may alternatively be made at anytime if the Board of Directors shall first adopt a resolution setting forth the proposed amendment and directing that it be submitted in writing to each member entitled to vote thereon. The proposed amendment shall be adopted upon obtaining the consent in writing of two-thirds of all members entitled to vote with respect thereto.

2. Any number of amendments may be submitted and voted upon at any one meeting, or alternatively consented to in one writing.

ARTICLE IV—Amendment of Bylaws

1. Amendments to the Bylaws shall be made by members of the corporation entitled to vote in the following manner:

(a) The Board of Directors shall first adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at any annual or special meeting of the members entitled to vote thereon. Written notice setting forth the proposed amendment or a summary of changes to be effected thereby, shall be given to each member entitled to vote at such a meeting within the time and in the manner provided in these Bylaws for the giving of notice of meetings to members. Voting thereon may be either in person or by proxy, and same shall be deemed adopted upon receiving a simple majority of the votes entitled to be cast by members present in person or by proxy at such meeting,
or

(b) Amendments may alternatively be made at anytime if the Board of Directors shall first adopt a resolution setting forth the proposed amendment and directing that it be submitted in writing to each member entitled to vote thereon. The proposed amendment shall be adopted upon obtaining the consent in writing of a simple majority of all members voting with respect thereto.

2. Any number of amendments may be submitted and voted upon at any one meeting, are alternatively consented to in one writing.

3. Amendments changing the address of the registered office of the corporation and the name of the registered agent at such address, may be made from time to time by resolution of the Board of Directors, without any action on the part of the membership.

ARTICLE V—Membership

1. Membership in the corporation is open to any person or institution on payment of the membership fee set out herein for the class of membership desired by the applicant, or may be conferred without fee to "honorary members" by the Board of Directors.

2. Annual membership fees are as follows:
Student $15.00
Active $30.00
Household $35.00
Institutional $40.00
Supporting $50.00
Patron $90.00
Life $850.00

All members shall receive all regular corporate publications during the membership year and such special publications as may be authorized by the Board of Directors with one exception: student members are entitled to receive quarterly publications.

3. All members, with the exception of institutional and honorary members, shall have the right to vote on all matters properly before the membership, and each such voting member is entitled to vote on each separate matter or proposal.

4. No member of the corporation shall be individually or personally liable for the debts, liabilities, or obligations of the corporation.

5. No member of the corporation shall use the name of the Missouri Archaeological Society or any chapter name of the Missouri Archaeological Society in order to promote buying, selling, or trading of artifacts.

6. Any membership can be revoked and terminated by the Board of Directors for good cause, in the opinion of the Board. Any member against whom revocation proceedings are pending is entitled to reasonable notice and an opportunity to be heard.

ARTICLE VI—Meetings of Members

1. The corporation shall hold an annual meeting each year on such date and at such place and time as the Board of Directors may annually determine. Written notice of the annual meeting shall be mailed to each member not less than 15 nor more than 40 days prior to the date of each annual meeting. Such notice shall be mailed and shall be deemed effective upon deposit of same in the United States mail addressed to each member whose name and address appears on the corporate records.

2. Special meetings of the membership may be called at any time by the president or the Board of Directors. Written notice of any special meeting shall include the specific purposes of such special meeting and shall be given in accordance with the procedure herein above set forth for giving notice of an annual meeting.

3. Not less than 25 members holding voting memberships shall constitute a quorum to transact business at any annual or special meeting of the membership of the corporation and a majority vote of any quorum is required to carry any issue before the membership, unless otherwise specifically required in these Bylaws or the Articles of Incorporation.

ARTICLE VII—Proxy Voting

1. In lieu of voting in person at any membership meeting, a member may vote by written proxy signed by himself and dated authorizing another member to cast his vote. He may designate the manner in which his authorized proxy shall cast his vote or he may grant complete discretion to his proxy. The member or members authorized to vote the proxy must be present in person at the meeting in order for the vote to be counted. No proxy shall be valid after 3 months from date of execution. Proxies may be revoked in writing signed by the member at any time prior to the call of the meeting to order and shall be revoked by personal attendance of the member. Attendance and voting by proxy is herein deemed equivalent to attendance and voting in person.

ARTICLE VIII—Board of Directors

1. The control and management of the corporation shall be vested in the Board of Directors.

2. The Board of Directors shall consist of the 13 principal officers of the corporation, namely, the president, eight vice presidents, the secretary, the treasurer, the chair of the Board of Trustees, and the chair of the Committee on the Preservation of Sites. All but the vice presidents shall be elected or appointed annually for a one-year term and until his successor is duly elected, or appointed, and qualifies. Each of the eight vice presidents shall be elected to serve three-year terms, with either two or three vice presidents being elected or re-elected each year, depending on how many terms expire at that time. There is no limit on the number of terms a board member can serve.

3. At each annual meeting the voting membership of the corporation shall elect the president, vice presidents as defined in (2) above, secretary, and treasurer, each of whom shall, by virtue of his office, be one of his office, be one of the members of the Board of Directors.

4. At the first meeting of said elected members of the Board of Directors held following the annual meeting of the membership of the corporation, the elected Board of Directors shall appoint a chair of the Board of Trustees from the membership of the Board of Trustees and shall also appoint a Chairman of the Committee on Preservation of Sites, each of whom shall, by virtue of his office, be members of the Board of Directors.

5. If during his term the position of any officer/member of the Board of Directors except a vice president becomes vacant from any cause, the remaining members of the Board of Directors may appoint a successor to fill the unexpired term of such officer/member until his successor is elected or appointed, and qualifies. In the case of a vice president, the appointee will serve until the next annual meeting. At that time, the voting membership shall elect a person to serve any remaining portion of that particular term.

6. All members of the Board of Directors, elected or appointed, shall hold a voting membership in the corporation.

7. No members of the Board of Directors shall be individually or personally liable for the debts, liabilities, or obligations of the corporation.

8. The Board of Directors shall hold such meetings, regular or special, as it may determine necessary or required. Special meetings may be called by the president or by a majority of the Board of Directors. Regular meetings may be established by resolutions of the Board from time to time adopted. At least one meeting shall be held annually, at the same place and following the election of the Board of Directors at the annual meetings of the membership of the corporation.

9. The time and place of any regular meeting established by the resolution of the Board of Directors shall be noted by each member without further notice; notice of the time and place of any special meeting shall be given each member personally, by mail or by telephone at least two days before the meeting; notice of the annual meeting shall be deemed given when the required notice to all the members of the corporation of the annual meeting is given. Notice of the purposes of any annual or regular meeting of the Board of Directors shall not be required, but notice, oral or written, of the general purposes of a special meeting shall be given to each member of the Board at the time of giving notice of the meeting.

10. By resolution of the Board of Directors from time to time adopted, other offices may be created to serve at the pleasure of the Board of Directors.

11. The Board of Directors may appoint a president pro-tem from among the members of the Board of Directors. The president pro-tem shall serve at the pleasure of the board of Directors and shall preside at all meetings of the Board of Directors in the absence of the president.

12. A majority of the members of the Board of Directors shall constitute a quorum to do business at any meeting of the Board of Directors, and a majority vote of those present shall be required to carry an issue, unless otherwise specifically provided in these Bylaws. Each member of the Board of Directors is entitled to one vote on all matters properly before the Board of Directors. At a non-quorum board meeting, at the discretion of the president, issues before the Board can be voted on by using mail ballots.

ARTICLE IX—Officers

1. All officers of the corporation, elected or appointed, shall hold voting memberships in the corporation and each shall hold office until his successor is duly elected, or appointed, and qualifies.

2. Any two or more offices may be held by the same person, except the offices of president and secretary shall not be held by the same person.

3. Elected officers of the corporations shall consist of a president, eight vice presidents, a secretary, and a treasurer, all of whom shall be elected annually by the membership for a one-year term at the annual meeting of the membership of the corporation, and each of whom by virtue of his office shall be one of the members of the Board of Directors.

4. Other officers of the corporation shall be: (a) The chair of the Board of Trustees, who shall be appointed by the elected members of the Board of Directors from the elected members of the Board of Trustees, in the manner, at the time, and for the term specified by these Bylaws, and (b) The chair of the Committee on the Preservations of Sites, who shall be appointed by the elected members of the Board of Directors from the Committee on the Preservation of Sites, in the manner, at the time, and for the term specified in these Bylaws.

5. The president with the approval of the Board of Directors may appoint a president(s) emeritus of the corporation. Each person so appointed shall hold the honorarium at the pleasure of the Board of Directors. President(s) emeritus shall be ex-officio member(s) of the Board of Directors without voting privileges, unless the honoree is also a corporate officer/member of the Board of Directors and thereby entitled to vote.

6. No officer of the corporation shall be individually or personally liable for the debts, liabilities, or obligations of the corporation.

7. The president shall be the principal officer of the corporation and the presiding officer of all meetings of the Board of Directors, unless in his absence the president pro-tem presides. He shall be elected by the membership at the annual meeting of member in the manner, at the time, and for the term specified in these Bylaws. The president by virtue of his office shall be a voting member of the Board of Directors.

8. The eight vice presidents shall be successive to the president and equal in authority among themselves. Each vice president shall be elected by the membership at the annual meeting of members of the corporation in the manner, at the time, and for the term specified in these Bylaws. Each vice president by virtue of his office shall be a voting member of the Board of Directors.

9. The secretary of the corporation shall keep minutes of all meetings of the membership and the Board of Directors. The secretary shall be an archaeologist at Missouri State University, Springfield, and the secretary's office shall be the principal office of the corporation. The secretary shall be elected by the membership at the annual meeting of the corporation, in the manner, at the time, and for the term specified in these Bylaws. The secretary by virtue of his office shall be a voting member of the Board of Directors.

10. An assistant secretary may be appointed by resolution of the Board of Directors and shall serve at the pleasure of the Board of Directors. His duties shall be those assigned to him by the Board of Directors from time to time.

11. The treasurer of the corporation shall be in charge of the moneys of the corporation and shall receive all moneys due the corporation. He shall disburse such corporate funds as directed from time to time by resolution of the Board of Directors. He shall make bond for the discharge of his duties in such amount as the Board of Directors may require by resolution from time to time adopted, the expense of which shall be borne by the corporation. He shall be elected by the membership at the annual meeting of the corporation, in the manner, at the time, and for the term specified by these Bylaws. The treasurer by virtue of his office shall be a voting member of the Board of Directors.

12. An assistant treasurer may be appointed by resolution of the Board of Directors who shall serve at the pleasure of the Board of Directors. An assistant treasurer before entering onto any duties shall be bonded in the same manner and for the same amount as the treasurer. His duties shall be those assigned to him by the Board of Directors.

13. The chair of the Committee on the Preservation of Sites shall be an officer of the corporation appointed annually from among the members of that Committee by the members of the Board of Directors in the manner, at the time, and for the term specified in these Bylaws. The chair of the Committee on the Preservation of Sites, shall, by virtue of his office, be a voting member of the Board of Directors.

14. The chair of the Board of Trustees shall be an officer of the corporation appointed annually by the Board of Directors from the membership of the Board of Trustees, in the manner, at the time, and for the term specified in these Bylaws. The chair of the Board of Trustees shall be an officer of the corporation appointed annually by the Board of Directors from the membership of the Board of Trustees, in the manner, at the time, and for the time specified in these Bylaws. The chair of the Board of Trustees, by virtue of his office, shall be a voting member of the Board of Directors.

ARTICLE X—Board of Trustees

1. A Board of Trustees consisting of not more than 75 members of the corporation shall be elected by the membership of the corporation. Not more than 25 shall thereafter be elected at each annual meeting of the membership, for a three-year term.

2. The Board of Trustees shall uphold and further the aims and purposes of the corporation and shall keep the corporation informed of local discoveries and threats to archaeological sites and remains, serve as field ambassadors of the corporation, encourage participation in its activities, and promote financial support of its programs.

3. Vacancies in the membership of said Board of Trustees may be filled by the Board of Directors for the unexpired term.

4. A trustee may apply to the Board of Directors for emeritus status after serving a minimum of three (3) terms of three years each. Trustee emeritus status shall not carry voting privileges at Board of Trustee meetings. Trustees emeriti shall be recognized on published rosters of the Board of Trustees.

ARTICLE XI—Committee on the Preservation of Sites

1. There is hereby created a Committee on the Preservation of Sites, which Committee shall assist in the location of archaeological sites worthy of preservation and shall undertake and solicit such aid as is possible in accomplishing such tasks.

2. The Committee shall consist of not more than 33 persons appointed by the Board of Directors from the membership of the corporation, all of whom shall serve at the pleasure of the Board of Directors.

ARTICLE XII—Committee Appointment

1. The president with the approval of the Board of Directors may appoint such other committees as the Board of Directors may from time to time authorize by resolution.

2. Such committees shall serve at the pleasure of the Board of Directors and shall be assigned such duties as the Board may designate.

ARTICLE XIII—Chapters

1. Five or more members of the corporation living in geographic proximity may organize a chapter of the corporation for the purpose of furthering the interests and objectives of the corporation, subject however to the approval of the Board of Directors. Other organizations having kindred interests, but whose members are not affiliated with this corporation, may also organize a chapter, subject however to the approval of the Board of Directors.

2. No chapter shall use the name of the MAS or any chapter name of the MAS in order to promote buying, selling, or trading of artifacts.

3. Any chapter approved may be revoked and affiliation terminated by the Board of Directors for good cause in the opinion of the Board. The chapter against which revocation proceedings are pending is entitled to reasonable notice and an opportunity to be heard.

ARTICLE XIV—Publications

1. The Board of Directors shall authorize all publications of the corporation.

2. Regular publications of the corporation shall consist of an annual bulletin titled The Missouri Archaeologist and a periodical newsletter.

3. Special publications may be made from time to time as the Board of Directors may determine and as funds and materials permit.

4. The Board of Directors shall designate editors of publications.

ARTICLE XV—Removals for Cause

1. Any officer, any member of the Board of Directors, or any member of the Board of Trustees or the Committee on the Preservation of Sites may be removed for good cause by a two-thirds vote of the membership entitled to vote at any special meeting of the corporation membership called for such purpose.

2. The person against whom such removal proceedings are pending is entitled to reasonable notice and an opportunity to be heard.