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Articles
of Incorporation and Bylaws
The Missouri
Archaeological Society's Articles of Incorporation and By-Laws
as
they stand as of January 2008.
Articles of
Incorporation
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 By-Laws 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 By-Laws
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 By-Laws of the corporation, each of whom shall
be elected or appointed for such term, not exceeding 3 years, as
may be prescribed in the By-Laws of the corporation. If the By-Laws
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.
By-Laws
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, 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 By-Laws.
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 By-Laws 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 By-Laws
1. Amendments
to the By-Laws 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 By-Laws 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:
Active $25.00
Institutional 35.00
Supporting 45.00
Patron 85.00
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.
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 By-Laws 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 By-Laws. 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 By-Laws, 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 By-Laws.
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 By-Laws. 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
By-Laws. 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 By-Laws. 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 By-Laws. 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 By-Laws. 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 By-Laws. 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
By-Laws. 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 or 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 task.
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.
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