麻豆直播 BYLAWS
Note: these bylaws were approved by the 麻豆直播 Board of Trustees on May 3, 2025. Earlier versions of the bylaws are found below at the bottom of this page.
ARTICLE I:听 PURPOSE AND ORGANIZATION
Section 1.1.听Founding and mission.听Founded in 1900 by the Archaeological Institute of America, the Society of Biblical Literature, the American Oriental Society, and several prominent academic institutions, the American Society of Overseas Research (麻豆直播) is an international organization whose mission is to initiate, encourage, and support research into, and public understanding of, the history and cultures of the Near East and wider Mediterranean, from the earliest times.
Section 1.2.听Organization and location.听麻豆直播 shall be constituted as a corporation pursuant to the District of Columbia Nonprofit Corporation Act of 2010 (Sections 29-401.01 through 29-414.04 of the Code of the District of Columbia). 麻豆直播鈥檚 principal office shall be in the continental United States at a location determined by the Board of Trustees. 麻豆直播 may maintain one or more satellite offices, either within or without the United States, as the Board of Trustees may determine.
Section 1.3.听Registered agents.听麻豆直播 shall maintain a registered agent in the state in which 麻豆直播鈥檚 principal office is located. The registered agent may be the Executive Director, or a commercial registered agent as determined by the Executive Committee from time to time.
ARTICLE II: MEMBERS AND MEETINGS
Section 2.1. Composition of Members and Affiliates. 麻豆直播 has the following categories of membership and affiliation: Individual Members, Honorary Members, Institutional Members, and Affiliated Overseas Research Center Representatives.
Section 2.2. Individual Members. Individual Members are rank-and-file Members who pay dues or make contributions as established by the Board of Trustees from time to time and posted on the 麻豆直播 website. Individual Members are eligible to vote in member-wide elections and receive privileges as designated from time to time by the Board of Trustees.
Section 2.3. Honorary Members. A person may be designated by the Board of Trustees as an Honorary Member of 麻豆直播 in recognition of distinguished attainments and service to 麻豆直播. Honorary Members are eligible to vote in member-wide elections and receive privileges as designated from time to time by the Board of Trustees.
Section 2.4. Institutional Members. Institutional Members include any university, college, seminary, museum, or other institution that pays dues as established by the Board of Trustees. Each Institutional Member shall appoint an individual as its Institutional Member Representative. Institutional Member Representatives are eligible to vote in institutional elections and receive privileges as designated from time to time by the Board of Trustees.
Section 2.5. Affiliated Overseas Research Center Representatives. The Affiliated Overseas Research Centers include the (i) W. F. Albright Institute of Archaeological Research, Inc. (AIAR), in Jerusalem and (ii) Cyprus American Archaeological Research Institute, Inc. (CAARI), in Nicosia, Cyprus. Each Affiliated Overseas Research Center shall appoint two (2) individuals as Overseas Research Center Representatives. Overseas Research Center Representatives receive privileges as designated from time to time by the Board of Trustees.
Section 2.6 Annual Meeting. 麻豆直播 shall convene an Annual Meeting for the delivery of papers and other scholarly research and information and conducting the business of the organization.
Section 2.7. Annual Members鈥� Meeting. 麻豆直播 Members shall meet annually as part of the 麻豆直播 Annual Meeting. During the Annual Members鈥� Meeting, the Members shall, inter alia, be presented with various 麻豆直播 Committee reports and other information regarding the state of the organization (including the opportunity to ask questions). Various honors and awards may be presented. The President shall propose the agenda. The proposed agenda shall be presented to the Members prior to the start of the Annual Members鈥� Meeting for adoption or emendation. The President shall Chair the Annual Members鈥� Meeting.
Section 2.8. Special Members鈥� Meeting. A Special Members鈥� Meeting may be called at any time by (i) the Chair of the Board of Trustees and the President, (ii) a majority of the Board of Trustees, or (iii) twenty-five percent (25%) of Individual and Honorary Members provided such Members sign, date, and deliver to the President one or more demands in the form of an agenda for the Special Members鈥� Meeting describing the purpose(s) for which it should be held. The persons calling a Special Members鈥� Meeting shall determine the date, time, and location of the meeting within the continental United States. Special Members鈥� Meetings require ten (10) days advance written notice to be posted on the 麻豆直播 website and disseminated to 麻豆直播 Members via electronic mail by the 麻豆直播 Secretary (or any other 麻豆直播 Officer should the Secretary be unwilling or unable to do so). The President shall establish the Special Members鈥� Meeting agenda, which must be included in the Special Members鈥� Meeting Notice and which must, if the meeting has been called by 25% of the Individual Members and Honorary Members, include the agenda items demanded by these members. Only the items on the agenda may be discussed at the Special Members鈥� Meeting. The President shall chair any Special Members鈥� Meeting.
Section 2.9. Quorum; majority vote required. At all Annual Members鈥� Meetings and Special Members鈥� Meetings, a quorum consisting of at least twenty percent (20%) of the Institutional Member Representatives and Overseas Research Center Representatives (Article II, Section 2.4-5) and five percent (5%) of Individual Members and Honorary Members (Article II, Sections 2.2-2.3) must be present to transact any business. At all such meetings, each Member or Representative shall have one (1) vote. A majority vote of the Members and Representatives present shall be necessary for the adoption of any matter voted upon. Voting by proxy shall not be allowed at Annual Members鈥� Meetings or Special Members鈥� Meetings.
ARTICLE III:听 BOARD OF TRUSTEES
Section 3.1. Governing Board of Trustees. The affairs of 麻豆直播 shall be managed by a governing Board of Trustees, which has, and may exercise, all of the powers of the organization, including, in the event of an emergency, the emergency powers set forth in Section 29-403.03 of the District of Columbia Nonprofit Corporation Act of 2010. The term 鈥淏oard鈥� means the Board of Trustees. The term 鈥淓xecutive Committee鈥� means the Executive Committee of the Board of Trustees. The term 鈥淏oard Chair鈥� means the Chair of the Board of Trustees. The terms 鈥淭rustee鈥� or 鈥淭rustees鈥� mean a voting member or members of the Board of Trustees. Trustees must be individuals. The 麻豆直播 Trustees and the dates upon which their terms expire shall be set forth on the 麻豆直播 website. Notwithstanding any provision to the contrary, the term 鈥淏oard Meetings鈥� includes Regular Board Meetings and Special Board Meetings.
Section 3.2. Composition of the Board. The Board of Trustees is composed of (i) six (6) Institutionally-elected Trustees with staggered terms elected by Institutional Member Representatives (Article II, Section 2.4); (ii) six (6) Membership-elected Trustees with staggered terms elected by Individual Members and Honorary Members (Article II, Sections 2.2-3); (iii) up to twelve (12) Board-elected Trustees with staggered terms elected by the Board of Trustees; (iv) one (1) Trustee designated by each of the Affiliated Overseas Research Centers (AIAR and CAARI) (for a total of two [2] such Trustees); and (v) all Life Trustees. The Board of Trustees also includes the Board Chair, President, Past President, Vice President, President Elect, Secretary, and Treasurer, all of whom shall serve as ex-officio voting Trustees during their terms of office. The Executive Director shall serve as an ex-officio non-voting Trustee. Honorary Trustees are non-voting Trustees. All Trustees must be 麻豆直播 Members (except for Honorary Trustees).
Section 3.3. Election of Institutionally-elected Trustees and Membership-elected Trustees. By electronic ballot each year prior to the 麻豆直播 Annual Meeting, Institutional Representatives shall vote to elect two (2) Institutionally-elected Trustees to serve for three-year terms on the Board of Trustees (a total of six [6] seats). By electronic ballot each year prior to the 麻豆直播 Annual Meeting, Individual and Honorary Members shall vote to elect two (2) Membership-elected Trustees to serve for three-year terms on the Board of Trustees (a total of six [6] seats). The two slates of Trustee candidates shall be presented to the respective 麻豆直播 electorates by the Trustee Nominations Committee at least one (1) month in advance of the Annual Members鈥� Meeting by posting such candidate slates on the 麻豆直播 website and disseminating such candidate slates to 麻豆直播 Individual and Honorary Members and Institutional Member Representatives via electronic mail. Separate ballots shall be used for the Institutionally-elected Trustee election and the Membership-elected Trustee election.
Section 3.4. Life Trustees. In recognition of a former Trustee鈥檚 distinguished service to 麻豆直播, the Board of Trustees may elect such Trustee a Life Trustee. There is no minimum or maximum number of allowable Life Trustees. Life Trustees are Voting Trustees.
Section 3.5. Honorary Trustees. In recognition of a former Trustee鈥檚 distinguished service to 麻豆直播, the Board of Trustees may elect such former Trustee an Honorary Trustee. There is no minimum or maximum number of allowable Honorary Trustees. Honorary Trustees are non-voting Trustees and not included in the number of Trustees required for a quorum.
Section 3.6. Executive Committee of the Board. The Executive Committee is composed of the Board Chair, Vice Chair(s) of the Board (if any), President, Past President, Vice President, President Elect, Treasurer, Secretary, Chair of the Development Committee, and two (2) or three (3) other Trustees appointed by the Board Chair in consultation with the President. The Executive Director shall serve as an ex-officio non-voting member of the Executive Committee. The Board Chair shall chair the Executive Committee. Subject to the approval of the Board of Trustees, the Executive Committee has, and may exercise, the authority of the Board of Trustees to manage the business and affairs of 麻豆直播 between the regular Board meetings. The Executive Committee, however, does not have the authority to (i) amend, alter, restate, or repeal the Articles of Incorporation, (ii) amend, alter, restate, or repeal the Bylaws, (iii) elect, appoint, or remove any Trustee, Officer, or member of the Executive Committee, (iv) adopt a plan of merger or plan of consolidation with another entity, (v) authorize the sale, lease, exchange, or mortgage of all, or substantially all, of the property and assets of 麻豆直播, (vi) authorize the voluntary dissolution of 麻豆直播 or revoke proceedings therefore, (vii) adopt a plan for the distribution of any of 麻豆直播鈥檚 assets, or (viii) amend, alter, restate, or repeal any resolution of the Board of Trustees. The appointment of, and delegation of authority to, the Executive Committee shall not relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed by these Bylaws or by law upon it, him, or her. Notwithstanding any other provision of these Bylaws, the Executive Committee may extend the term of office of any 麻豆直播 officer as the Executive Committee deems necessary or appropriate in the best interest of 麻豆直播.
Section 3.7. Management Committee. In exceptional circumstances, such as, without limitation, a vacancy in the Executive Directorship, the Executive Committee may appoint a Management Committee, which shall normally consist of the Board Chair, President, and three (3) additional members selected at large from the other members of the Executive Committee. The Management Committee shall determine its own chair. Like the Executive Committee, the Management Committee shall not have the authority to (i) amend, alter, restate, or repeal the Articles of Incorporation, (ii) amend, alter, restate, or repeal the Bylaws, (iii) elect, appoint, or remove any Trustee, Officer, or member of the Executive Committee, (iv) adopt a plan of merger or plan of consolidation with another entity, (v) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of 麻豆直播, (vi) authorize the voluntary dissolution of 麻豆直播 or revoke proceedings therefore, (vii) adopt a plan for the distribution of any of 麻豆直播鈥檚 assets, or (viii) amend, alter, restate, or repeal any resolution of the Board of Trustees. The appointment of, and delegation of authority to, the Management Committee shall not relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed by these Bylaws or by law upon it, him, or her.
Section 3.8.听Regular听Board Meeting(s). The Board of Trustees shall convene at least one (1) regular meeting during 麻豆直播鈥檚 fiscal year. The President, in consultation with the Executive Director, shall set the time and place of such meeting(s). The President, in consultation with the Executive Director and Board Chair, shall set the agenda(s) of such meeting(s). The 麻豆直播 Office shall disseminate the agenda(s), related Committee reports, and other meeting materials to the Board of Trustees prior to such meeting(s). The Board Chair shall chair all Regular Board Meetings.
Section 3.9. Special Board Meeting. A special meeting of the Board of Trustees may be called by (i) the Board Chair, (ii) the President, or (iii) a majority of the voting Trustees. The person or persons calling a Special Board Meeting shall determine the date, time, and location of the meeting within the continental United States. A Special Board Meeting requires ten (10) days advance written notice to be disseminated to all Trustees via electronic mail by the person or persons calling the meeting. The person or persons calling a Special Board Meeting shall develop the agenda, which shall be included in the Special Board Meeting notice. Only the items on the agenda may be discussed or acted upon at a Special Board Meeting. The Board Chair shall chair all Special Board Meetings.
Section 3.10. Quorum; majority vote required. At all Board meetings, one-third (1/3) of the existing voting Trustees shall constitute a quorum for the transaction of business. Except as otherwise set forth below, at any Board meeting at which a quorum is present, the affirmative vote of a majority of the voting Trustees present is necessary for the approval of any matter voted upon by the Board. However, at all meetings where a quorum exists, but less than one-half (1/2) of the voting Trustees are present at the beginning of the meeting, no action may be taken by the Board except by the affirmative vote of two-thirds (2/3) of the voting Trustees present. Notwithstanding the above, whenever the Board is required or permitted to take any action by vote, such action may be taken without a meeting by written consent setting forth the action so taken, signed, and sent to the Secretary via electronic mail by three-fourths (3/4) of the voting Trustees. At all Executive Committee meetings, two-thirds (2/3) of the Executive Committee members shall constitute a quorum for the transaction of business. At any Executive Committee meeting at which a quorum is present, the affirmative vote of a majority of the members present is necessary for the approval of any matter voted upon by the Executive Committee.
Section 3.11. Attendance at Board meetings; no voting by proxy. Trustees may not vote by proxy but may vote on an individual matter specified in a Board meeting agenda by delivering a written consent or dissent thereto to the Secretary no less than twenty-four (24) hours before the meeting. Such written consent or dissent shall be included for the purpose of determining the presence of a quorum for the consideration of such matter. A Trustee鈥檚 attendance at any Board meeting shall constitute a waiver of notice of such meeting unless the Trustee鈥檚 attendance is for the sole purpose of objecting to the transaction of business because the meeting was not lawfully called or convened or notice of the Board meeting was not properly given or is deficient. Non-Trustees may attend Board meetings only by invitation of the Board Chair or the President.
Section 3.12. Trustee term of service. A Trustee shall assume his or her responsibilities on January 1 of the calendar year following the year in which he or she is elected, unless an earlier start date is specified by the Board. Prior to assuming office, each Trustee must review and sign the 麻豆直播 Trustee Pledge and adhere to it throughout his or her term of service. Trustees also shall adhere to the Standards of Conduct for Trustees set forth in Section 29-406.30 of the District of Columbia Nonprofit Corporation Act of 2010. Other than Life Trustees and Honorary Trustees, unless a Trustee resigns or is removed, his or her term of service shall be three (3) years. A Trustee may stand for re-election at the conclusion of his or her term of service.
Section 3.13. Removal of a Trustee. A Trustee may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Trustees whenever in the Board鈥檚 judgment such removal is in the best interest of 麻豆直播.
Section 3.14. Resignation of a Trustee. A Trustee may resign by giving written notice to the Board Chair or the President. A resignation is effective when the notice is accepted by the Board Chair or the President.
Section 3.15. Trustee vacancy. The Board has the power to, and may, fill a vacancy on the Board for the unexpired portion of a Trustee鈥檚 term due to his or her death, resignation, or removal.
ARTICLE IV:听 OFFICERS
Section 4.1. Composition of the Officers. The Officers of 麻豆直播 include the Board Chair, President, Past President, Vice President, President Elect, Secretary, and Treasurer. The Board of Trustees may elect such other Officers from time to time, including an Assistant Secretary or Assistant Treasurer, as the Board deems desirable, such Officers to have the authority to perform such duties prescribed by the Board. The 麻豆直播 Officers and the dates upon which their terms expire shall be set forth on the 麻豆直播 website. All Officers must be 麻豆直播 Members.
Section 4.2. Chair of the Board. The Board of Trustees shall elect a Board Chair. The Board Chair may or may not be elected from among the Trustees as the Board may determine. The Board Chair shall preside over all Board meetings and meetings of the Executive Committee. The Board Chair also shall perform such other services and duties pertaining to the business and affairs of 麻豆直播 that the Board may request or prescribe from time to time.
Section 4.3. Vice Chair(s) of the Board. The Board of Trustees may elect one (1) or more Individual Members or Institutional Member Representatives to serve as Board Vice Chair(s). The Board Vice Chair(s) may or may not be elected from among the Trustees as the Board may determine. The Board Vice Chair(s) shall assist the Board Chair and perform such duties as the Board Chair or Board may designate. Board Vice Chair(s) are Officer(s) of 麻豆直播 and voting member(s) of the Executive Committee. In the absence of the Board Chair, the Board Vice Chair (or, if there is more than one Board Vice Chair, the Board Vice Chair designated by the President) shall preside over all Board meetings and Executive Committee meetings.
Section 4.4. President. The Board of Trustees shall elect a President who shall previously have served as the President Elect and who may or may not be elected from among the Trustees as the Board may determine as further set forth below. As the Chief Executive Officer of 麻豆直播, the President (i) shall supervise and work with the Executive Director to develop programs, subject to the control and approval of the Board, (ii) shall be answerable to the Board and the Executive Committee for his or her actions, (iii) shall preside at all 麻豆直播 Annual Members鈥� Meetings and Special Members鈥� Meetings, (iv) may sign, with the Secretary or any other Officer authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board, by these Bylaws, or by statute to some other 麻豆直播 Officer or agent, and (v) shall perform such other duties incident to the office of President and as may be prescribed by the Board from time to time. At any time the Executive Directorship is vacant, the President, in consultation with the Executive Committee, shall directly supervise the 麻豆直播 administrative staff, or designate another Executive Committee member to perform this task, until such time that an Interim Executive Director is appointed or the Executive Directorship is filled. In the event the Board Chair or Vice Chair(s), if any, are unable to attend and discharge their duties at any meeting over which they preside, the President shall perform such duties.
Section 4.5. Interim President. Should the President resign, be removed from office, or be otherwise unable or unwilling to discharge his or her duties, a quorum of the Executive Committee shall appoint an Interim President to fulfill the duties of President until the Board of Trustees elects a new President. The Interim President may or may not be appointed from among the Trustees as the Executive Committee may determine. The Interim President shall have all powers, responsibilities, obligations, duties, and restrictions of the President. If at the time the President leaves that role for any of the reasons stated above in this paragraph the Board of Trustees can appoint the President Elect as Interim President.
Section 4.6. Past President. The Past President shall (i) provide ongoing organizational continuity via counsel to the President, Executive Director, and Board of Trustees, and (ii) perform such other duties prescribed by the Board from time to time. The Past President shall serve a single term of one year. Should the Past President resign, be removed from office, or otherwise be unable or unwilling to discharge his or her duties, the post shall remain vacant until the next presidential election.
Section 4.7. Vice President. The Board of Trustees shall elect a Vice President. The Vice President may or may not be elected from among the Trustees as the Board may determine. The Vice President shall (i) chair the Chairs Coordinating Council, and (ii) perform such additional duties prescribed by the Board of Trustees, the Executive Committee, the President, or the Board Chair from time to time. In the event the President and Board Chair are unable to attend and discharge their duties at any meeting over which they preside, the Vice President shall perform such duties unless the office of President Elect has been filled and that individual shall serve in these capacities.
Section 4.8. President Elect. 听The Board of Trustees shall elect a President Elect.听 The President Elect may or may not be elected from among the Trustees as the Board may determine.听 The President Elect shall be elected in the year prior to the final year of the President鈥檚 tenure of office. 听During the year in which President Elect serves that person shall support and assist the President in such ways as best inform the President Elect in the duties and obligations of the office of President.听 The President Elect shall be confirmed in the role of President at the end of the then President鈥檚 ultimate year in office.听 The Vice-President may elect to stand for election to President Elect and if successful may hold both offices concurrently.
Section 4.9. Treasurer. The Board of Trustees shall elect a Treasurer. The Treasurer may or may not be elected from among the Trustees as the Board may determine. The Treasurer shall (i) chair the Finance Committee, (ii) work with the Executive Director to develop and oversee the annual budget and, if income is less than the budgeted amounts, in consultation with the President and subject to approval by the Board, adjust the annual budget as necessary during the fiscal year, (iii) oversee the custody and safe-keeping of securities and cash belonging to 麻豆直播 with the power to receipt for same and endorse for deposit all checks payable to 麻豆直播 or the Treasurer, (iv) oversee the investment and re-investment of funds belonging to 麻豆直播, subject to the direction of the Board and the Finance Committee, (v) oversee the disbursement of income under the direction of the Board, or with written approval of the Treasurer and the President, (vi) work with the Executive Director to identify appropriate outside audit firm candidates and select a firm to conduct the annual audit, (vii) oversee the 麻豆直播 books of account, (viii) render detailed annual financial statements (by working with the outside auditors, Executive Director, and 麻豆直播 staff), setting forth the detailed financial condition of 麻豆直播 since the date of the preceding annual financial statements, including financial and investment accounts, assets, liabilities, receipts, and disbursements, and (ix) render such other financial reports upon request of the 麻豆直播 Members, Board, or Executive Committee. The Treasurer may appoint an Assistant Treasurer (subject to approval by the Board). Subject to the approval and direction of the Executive Committee, the Treasurer or Assistant Treasurer, if any, may delegate any of the above-listed functions to an independent CPA firm, trust company, or other qualified financial institution or firm authorized and empowered to perform such functions. If required by the Board, the Treasurer and the Assistant Treasurer, if any, shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board determines.
Section 4.10. Secretary. The Board of Trustees shall elect a Secretary. The Secretary may or may not be elected from among the Trustees as the Board may determine. The Secretary shall (i) keep the minutes of the Annual Members鈥� Meeting, Special Members鈥� Meetings (if any), Board meetings, Executive Committee meetings, and such other meetings as required by the Board from time to time, in both electronic and hard copy form, (ii) ensure that all notices are duly given as required by these Bylaws or by law, (iii) oversee the custody of 麻豆直播 records, (iv) oversee the custody of 麻豆直播鈥檚 official seal, (v) ensure that 麻豆直播鈥檚 seal is affixed to all documents as required by these Bylaws or by law, the execution of which on behalf of 麻豆直播 under its seal is duly authorized pursuant to these Bylaws, and (vi) in general, perform all duties incident to the office of Secretary and such other duties that may be assigned from time to time by the President or the Board. The Secretary also may appoint an Assistant Secretary (subject to approval by the Board) to perform such duties assigned to him or her by the Secretary, President, or the Board.
Section 4.11. Officer term of service. An Officer shall assume his or her responsibilities on January 1 of the calendar year following the year in which he or she is elected, unless an earlier start date is specified by the Board. The term of service for all Officers except the President Elect and the Past President听shall be three (3) years. Except as provided in Article III, Section 3.6, no person serving as President, Past President, or Vice President may serve for more than two (2) consecutive terms. The Past President shall serve a single one-year term.听 The President Elect鈥檚 one-year term shall end when that person transitions to the role of President. Officers shall adhere to the Standards of Conduct for Officers set forth in Section 29-406.42 of the District of Columbia Nonprofit Corporation Act of 2010. New offices may be created and filled at any Board meeting. Each Officer shall hold office until his or her successor is duly elected and qualified.
Section 4.12. Removal of an Officer. An Officer may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Trustees whenever in the Board鈥檚 judgment such removal would be in the best interest of 麻豆直播.
Section 4.13. Resignation of an Officer. An Officer (other than the President) may resign by giving written notice to the Board Chair or the President. The President may resign by giving written notice to the Board Chair. The Board Chair may resign by giving written notice to the full Board of Trustees. A resignation is effective when the notice is accepted.
Section 4.14. Officer vacancy. The Board of Trustees shall elect a Replacement Officer to fill a vacant Officer post for the unexpired portion of an Officer鈥檚 term due to the death, resignation, or removal of such Officer. The Replacement Officer may or may not be elected from among the Trustees as the Board may determine.
ARTICLE V: COMMITTEES
Section 5.1. 麻豆直播 Committees.听Two groups of committees oversee the majority of 麻豆直播鈥檚 programs. These are the Standing Board Committees (section 5.2 below) and the Standing 麻豆直播 Committees (section 5.3 below). These two sets of committees have different methods of appointment and occasionally length of terms as described in sections 5.2 and 5.3 below. In addition, the President has the authority to appoint听Ad Hoc听committees (5.4 below) to study and report on specific issues from time to time. These are dissolved when their reports are received by the Board. Finally, there are Overseas Committees linked to schools and work outside the United States.
Section 5.2. Standing Board Committees.The Board of Trustees relies on 麻豆直播 Standing Board Committees for the management of 麻豆直播. The Standing Board Committees comprise, without limitation, the Board Chair Nominations Committee, Committee on the 麻豆直播 Policy on Professional Conduct, Development Committee, Facilities Committee, Finance Committee, Officers Nominations Committee, Personnel Committee, and Trustee Nominations Committee. The Board shall have the authority to create and appoint such other Standing Board Committees the Board deems necessary to manage the affairs of 麻豆直播. The Board also has the authority to disband any Standing Board Committee the Board determines is no longer necessary for the management of 麻豆直播. The Board Chair in consultation with the President and such other members of the Executive Committee as appropriate shall appoint the chairs and members of the Board Committees except for the Board Chair Nominations Committee.
Section 5.2.1. Board Chair Nominations Committee.听When necessary, the President, in consultation with the Past President, shall appoint at least four (4) additional Trustees to act as a Board Chair Nominations Committee. The Committee shall nominate a candidate for Board Chair to be elected by the Board of Trustees. The President shall chair the Committee.
Section 5.2.2. Committee on the 麻豆直播 Policy on Professional Conduct.
Composition: Appointed Chair
Two (2) additional Trustees
Function: 1. Annual review of the 麻豆直播 Policy on Professional Conduct;
2. Bringing forward to the Executive Committee and the Board all matters pertaining to its administration.
Section 5.2.3. Development Committee.听
Composition:Appointed Chair
Five (5) or more additional Trustees.
Board Chair, President, and Treasurer as voting听ex-officio听members
Executive Director as non-voting听ex-officio听member.
Function: Formulate and make recommendations to the Executive Committee and the Board regarding development matters.
Section 5.2.4. Facilities Committee.听
Composition: Appointed Chair
Two (2) additional Trustees
Board Chair, President, and Treasurer as voting听ex-officio听members
Executive Director as non-voting听ex-officio听member
Function: Formulate and make recommendations to the Executive Committee and the Board regarding (i) the repair and maintenance 听of 麻豆直播 facilities, including proposed repair and maintenance expenditures, and (ii) improvements and renovations to 麻豆直播 facilities, including proposed improvement and renovation expenditures.
Section 5.2.5. Finance Committee.
Composition: Treasurer as chair
Three (3) to Five (5) additional Trustees
The Chairs of the Program Committee, Publications Committee, Facilities Committee, and President as voting members
Executive Director as non-voting听ex-officio听member
Functions: 1. Advise the Executive Committee and the Board regarding the financial management of 麻豆直播,
2. Supervise the bidding process for the annual audit,
3. Supervise the investment of 麻豆直播鈥檚 funds,
4. Oversee preparation of the proposed annual budget, and
5. Monitor compliance with the annual budget approved by the Board.
Section 5.2.6. Officers Nominations Committee.
Composition: Trustee appointed as chair
Four (4) additional Trustees.
Board Chair, President, and President Elect as voting听ex-officio听members
Executive Director as non-voting听ex-officio听member
Functions: 1. Identify and develop qualified candidates for election to the offices of President, Vice President, President Elect, Treasurer, and Secretary as directed by the Board of Trustees.
2. As the terms of incumbent Officers expire, new Officers shall be proposed by the Committee, which shall put out a general call for candidates, vet the candidates, and present its recommendations to the Board. Write-in candidates shall be permitted on thirty (30) days written notice to the Board.
Section 5.2.7. Personnel Committee.听
Composition:听President as chair, Vice-president, Treasurer, Board Chair, Chairs of Publications Committee and Cultural Heritage Committee, plus one or two members as may be deemed needed by President.
Functions: 1.听Conduct an annual performance review of the Executive Director and make recommendations to the Executive Committee regarding the Executive Director鈥檚 duties and responsibilities, continued employment, and compensation and benefits.
2. Advise the Executive Director on general personnel matters and serve as an independent, confidential arbiter of 麻豆直播 staff grievances.
Section 5.2.8. Trustee Nominations Committee.听
Composition: Trustee appointed as chair and at least four (4) additional Trustees as members.
Board Chair and President as voting ex-officio members
Functions: Develop slates of Institutionally-elected Trustee and Membership-elected Trustee candidates, and present such candidate slates to the 麻豆直播 electorate at least one (1) month in advance of the Annual Members鈥� Meeting by posting such candidate slates on the 麻豆直播 website and disseminating such candidate slates to 麻豆直播 Individual Members and Institutional Member Representatives via electronic mail.
Section 5.3. Standing 麻豆直播 Committees.听The Standing 麻豆直播 Committees are (and shall be) created by the Board of Trustees to carry out 麻豆直播鈥檚 mission and initiatives. The Standing 麻豆直播 Committees are, without limitation, the Committee on Archaeological Research and Policy, Cultural Heritage Committee, Early Career Scholars Committee, Honors and Awards Committee, Membership and Outreach Committee, Program Committee, Publications Committee, and the Carolyn Midkiff Strange Committee on Growth, Innovation, and Visibility. The Board shall have the authority to create and appoint such other Standing 麻豆直播 Committees as the Board deems necessary as 麻豆直播鈥檚 mission and initiatives evolve and expand. The Board also has the authority to disband any Standing 麻豆直播 Committee the Board determines no longer meaningfully contributes to 麻豆直播鈥檚 mission and initiatives. All members of the Standing 麻豆直播 Committees must be individual members of 麻豆直播.
Section 5.3.1. Chairs Coordinating Council (CCC).
Composition:听Vice-President as Chair
Chairs of all 麻豆直播 Standing Committees
Representatives from the two Affiliated Overseas Research Centers
President as a voting听ex-officio听member
Executive Director as a non-voting听ex-officio听member
Function: 1.听 Coordinate the activities and initiatives of the Standing 麻豆直播 Committees
2. In consultation with the President appoint the members of the Standing 麻豆直播 Committees subject to approval by the Executive Committee, which will, in turn, report new appointments to the Board. The proposed members for each of the Standing 麻豆直播 Committees shall have been nominated through consultation between the Chair of the CCC and the chairs of the respective committees. All committee members shall serve staggered three-year terms.
3. Review and approve requests by the committees to create subcommittees to support their work
4. Report to the Executive Committee and the Board.
Section 5.3.1.1 Chairs Nominations Committee.听
The Vice President shall appoint at least two (2) members of the CCC for rotating, two-year terms to act as a Chairs Nominations Committee. The Committee shall be chaired by the Vice President. The Chairs Nominations Committee shall work closely with the Standing 麻豆直播 Committees to identify and recommend qualified candidates for election by the Board of Trustees to Chair the Standing 麻豆直播 Committees.
Section 5.3.2. Committee on Archaeological Research and Policy.听
Composition: At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms
President, Executive Directors of the Affiliated Overseas Research Centers, and Chairs of the Baghdad, Damascus, and Saudi Arabia Committees as voting听ex-officio听members.
Executive Director as non-voting听ex-officio听member
Functions:听1.听 Formulate, debate, and make recommendations to the Executive Committee and the Board regarding matters of archaeological research and policy.
2. Award relevant scholarship funding and grants to 麻豆直播 members for the support of archaeological fieldwork and related research.
Section 5.3.3. Cultural Heritage Committee.
Composition: At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms Two (2) appointed 麻豆直播 members
President as voting ex-officio member
Executive Director as non-voting ex-officio member
Functions: 1. Advise the President, the Executive Director, the Board, and other 麻豆直播 leaders regarding initiatives 麻豆直播 might undertake either individually or jointly with other bodies in the field of cultural heritage.
Section 5.3.4. Early Career Scholars Committee.
Composition: Two (2) Graduate Student Individual Members and at least two (2) Individual Members who have received their terminal degree within the past five (5) years
President as an ex-officio voting member
Executive Director as a non-voting ex-officio member
Function: Oversee the mentoring and networking of recent terminal degree recipients, Graduate Student Members, and Undergraduate Student Members of 麻豆直播.
Section 5.3.5. Honors and Awards Committee.
Composition: At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Functions: Oversee all honors and awards conferred by 麻豆直播.
Section 5.3.6. Membership and Outreach Committee.
Composition: At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Function: Make recommendations to the Executive Committee and the Board regarding matters pertaining to 麻豆直播 membership and outreach initiatives.
Section 5.3.7. Program Committee.
Composition:At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms.
President as voting ex-officio member
Executive Director as non-voting ex-officio member
Function: Oversee the academic aspects of the Annual Meeting program and make recommendations to the Executive Committee and the Board regarding matters relating to the Annual Meeting.
Section 5.3.8. Publications Committee.
Composition: At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Functions: 1. Appoint an editorial board for each 麻豆直播 publication.
2. Make recommendations to the Executive Committee and the Board regarding matters pertaining to 麻豆直播 publications, including recommendations regarding appointment of the editors of 麻豆直播 journals and monographs.
Section 5.3.9. The Carolyn Midkiff Strange Committee on Growth, Innovation, and Visibility (GIV).
Composition: At least six (6) 麻豆直播 members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Function: 1. Advise the President, the Executive Director, the Board, and other 麻豆直播 leaders regarding initiatives 麻豆直播 might undertake either individually or jointly with other bodies to reach out to and include all communities in 麻豆直播 activities in meaningful and sustainable ways.
2. Overseas, 麻豆直播 will focus on serving its international membership and working with local archaeological communities to promote public engagement in 麻豆直播 activities.
Section 5.4.听Ad hoc听Committees.听The President shall have the power to create and appoint听ad hoc听committees as necessary to address specific issues facing 麻豆直播.
Section 5.5. Overseas Committees.听The Overseas Committees are composed of the Baghdad Committee (formally known as the Committee on Mesopotamian Civilization), Damascus Committee, and Saudi Arabia Committee. All members of the Overseas Committees must be Individual Members of 麻豆直播. The Baghdad Committee shall make recommendations to the Executive Committee and the Board regarding the听听and the听.
Section 5.6. Committee Procedures.
Section 5.6.1.听Quorum; majority vote required.听Unless otherwise provided in a Board resolution establishing a Committee, the rules set forth in these Bylaws for the Board of Trustees regarding meeting quorums and the number of votes required for an action shall govern the Standing Board Committees, Standing 麻豆直播 Committees,听Ad hoc听Committees, and Overseas Committees as if the name of the Committee is substituted in Article III, Section 3.10 for the words 鈥淏oard of Trustees鈥� or 鈥淏oard鈥� as stated therein.
Section 5.6.2. Committee rules and records.听No Committee may adopt or implement any governance rules that are inconsistent with these Bylaws or any other rules specifically adopted or implemented by the Board of Trustees. Within these parameters each Committee shall establish its own guidelines pertaining to working schedules, numbers of members needed to perform its functions, maintain minutes and other records of all actions taken and shall at least annually transfer these minutes and records to the 麻豆直播 Office. Each Committee shall write an annual report to be submitted to the EC and Board by the Chair of the CCC.
Section 5.6.3. Committee member term of service.听Unless otherwise provided in the Bylaws or by Board resolution, the terms of service for members of the Standing Board Committees, Standing 麻豆直播 Committees,听Ad hoc听Committees, and Overseas Committees shall be three (3) years. A Committee member may seek and accept a second three-year term. At the completion of the second consecutive three-year term, a member must rotate off the Committee for at least one full term. The same term limits also shall apply to the Committee Chairs. If, however, a Committee member becomes its Chair, he or she shall be eligible to serve two full three-year terms from the date of appointment as Chair, after which he or she must rotate off the Committee for at least one term. The term of any听Ad hoc听committee shall expire at the end of the fiscal year within which the听Ad hoc听committee was created unless provided otherwise by the language of the resolution authorizing the formation of the committee. If deemed advisable by the President and Chair of the Board members of the Development Committee may serve more than two terms.
Section 5.6.4 Removal of a Committee Chair or Committee member.听A Committee Chair or Committee member may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Trustees whenever in the Board鈥檚 judgment such removal would be in the best interest of 麻豆直播.
Section 5.6.5.听Resignation of a Committee Chair or Committee member.听A Committee Chair may resign by giving written notice to the Vice-President.听A Committee member may resign by giving written notice to the Committee Chair. A resignation is effective when the notice is accepted.
Section 5.6.6. Committee member vacancy.听A vacancy in the membership of any Committee due to the death, resignation, or removal of a Committee member may be filled by appointment made in the same manner as the original appointment. A replacement appointment shall be for the unexpired portion of the replaced Committee member鈥檚 term.
ARTICLE VI: EXECUTIVE DIRECTOR
Section 6.1. Chief Operating Officer. The 麻豆直播 staff and 麻豆直播鈥檚 day-to-day operations shall be overseen and supervised by an Executive Director. The Executive Director shall serve as the full-time Chief Operating Officer of 麻豆直播 under the direction of the President and the Executive Committee.
Section 6.2. Nomination and appointment. When necessary, the President, in consultation with the Executive Committee, shall appoint an ad hoc search committee to identify and nominate an Executive Director for appointment by the Board of Trustees.
Section 6.3. Terms and Conditions of Employment. The Executive Director shall serve under contract to 麻豆直播 for a period of not less than three (3) years, subject to renewal. If the Executive Directorship is vacant, or the Executive Director is unable to fulfill his or her duties, the President, in consultation with the Executive Committee, may appoint an Interim Executive Director until such time as a proper search can be undertaken and a new Executive Director appointed. The Personnel Committee shall periodically review the Executive Director鈥檚 duties and responsibilities for reassignment as necessary. The Personnel Committee also shall conduct an annual performance review of the Executive Director and make recommendations to the Executive Committee regarding the Executive Director鈥檚 continued employment, compensation, and benefits.
Section 6.4. Duties and responsibilities. The Executive Director shall report to the Executive Committee and the President. The Executive Director also shall serve as a non-voting ex-officio member of the 麻豆直播 Board and certain Committees identified in these Bylaws. The Executive Director鈥檚 specific duties and responsibilities include, inter alia, (i) implementing 麻豆直播 Policies and Board directives in support of 麻豆直播鈥檚 mission, (ii) serving as a key resource and liaison to the President, the Board, various Committees, the Affiliated Overseas Research Centers, cooperating entities, and the general membership to ensure the smooth, coordinated operation of 麻豆直播, (iii) providing general support to the Board, Executive Committee, and 麻豆直播 Officers, including organizing and publicizing meetings, conferences, seminars, and other events, preparing special reports, materials, and meeting agendas, and maintaining communications within 麻豆直播 and with outside institutions and organizations, (iv) raising funds and support from public and private sources, (v) overseeing the coordination of public relations and information, (vi) assisting with joint activities of 麻豆直播 and the Affiliated Overseas Research Centers, (vii) processing announcements, applications, and responses for grants and fellowships, (viii) managing the 麻豆直播 headquarters office, (ix) supervising 麻豆直播 staff with the authority to hire and dismiss staff (in consultation with the Personnel Committee), (x) developing the annual budget and overseeing the preparation of periodic financial reports, (xi) managing 麻豆直播鈥檚 business, financial accounts, and resources in an effective, efficient, and fiscally responsible manner, and (xii) carrying out such other duties, responsibilities, and tasks as the Executive Committee or the President may assign from time to time.
ARTICLE VII: INDEMNIFICATION
Section 7.1. Civil Acts. 麻豆直播 shall indemnify, to the maximum extent allowable under Sections 29-406.50 through 29-406.58 of the District of Columbia Nonprofit Corporation Act of 2010, including the advancement of expenses, current and former Trustees, Officers, and employees against all losses, assessments, attorney鈥檚 fees, litigation expenses, court costs, judgments, fines, debts, liabilities, settlement amounts (including settlement amounts paid with a view towards avoiding the expense of litigation), and all other amounts paid or owed pertaining to, relating to, or arising out of, any existing, threatened, pending, or completed civil claim, action, lawsuit, arbitration, litigation, or legal proceeding of any nature in any forum, whether judicial, legislative, administrative, investigative, or otherwise, in which he or she may be involved as a party or otherwise by reason of his or her service as an 麻豆直播 Trustee, Officer, or employee (subject to the limitations and restrictions set forth below). Such indemnification shall not be exclusive of any other rights such Trustee, Officer, or employee may have under any agreement, vote of the Board of Trustees, or otherwise. This indemnification includes amounts paid or incurred in connection with acts of negligence, whether liability on the part of such Trustee, Officer or employee exists as to 麻豆直播, its Trustees, Officers, employees, agents, or representatives, or as to third parties, including, without limitation, creditors.
Section 7.2. Criminal acts. 麻豆直播 shall indemnify, to the maximum extent allowable under Sections 29-406.50 through 29-406.58 of the District of Columbia Nonprofit Corporation Act of 2010, including the advancement of expenses, current and former 麻豆直播 Trustees, Officers, and employees for the amounts and actions set forth in Section 7.1 pertaining to any misdemeanor criminal action, suit, proceeding, or investigation to which such Trustee, Officer, or employee pleads nolo contendere, or its equivalent, provided his or her complained of actions were committed in good faith, with a reasonable assumption of legality, and with the belief that such actions were in the best interest of 麻豆直播. Notwithstanding the above, 麻豆直播 also shall indemnify a current or former 麻豆直播 Trustee, Officer, or employee for the amounts and actions set forth in Section 7.1 pertaining to any felony criminal action, suit, proceeding, or investigation provided such action, suit, proceeding, or investigation is dismissed or such Trustee, Officer, or employee is adjudged not guilty at trial or on appeal.
Section 7.3. No indemnification for gross negligence, intentional misconduct, or civil or criminal penalties. Notwithstanding any other provision to the contrary, 麻豆直播 shall not indemnify any current or former 麻豆直播 Trustee, Officer, or employee for any amount pertaining to any civil action, suit, arbitration, legal proceeding, or investigation in which such Trustee, Officer, or employee is adjudged to be liable for gross negligence, intentional misconduct, or civil or criminal penalties pertaining to his or her duty to 麻豆直播.
Section 7.4. No indemnification for acts resulting in tax liability to 麻豆直播. Notwithstanding any other provision to the contrary, 麻豆直播 shall not indemnify any current or former 麻豆直播 Trustee, Officer, or employee if such indemnification shall result in liability to 麻豆直播 for any federal, state, or local tax, civil penalty, or criminal penalty.
Section 7.5. Severability. Every provision of this Article VII is intended to be severable. If any term or provision is determined to be invalid for any reason, such invalid term or provision shall be severed from Article VII, and not affect the validity of the remainder of Article VII.
ARTICLE VIII:听 THE AFFILIATED OVERSEAS CENTERS
Section 8.1. Composition of the Affiliated Overseas Research Centers. The Affiliated Overseas Research Centers are composed of the (i) W. F. Albright Institute of Archaeological Research, Inc., in Jerusalem (AIAR) and (ii) Cyprus American Archaeological Research Institute, Inc., in Nicosia, Cyprus (CAARI).
Section 8.2. Recognition as an Affiliated Overseas Research Center. An overseas research center or research organization whose primary mission, purposes, and objectives conform to the mission, purposes, and objectives of 麻豆直播 may, upon application, become an 麻豆直播 Affiliated Overseas Research Center by a two-thirds (2/3) vote of the Board.
Section 8.3. Appropriations for the Affiliated Overseas Research Centers. The Board of Trustees may, as appropriate, make appropriations to carry out the work of the Affiliated Overseas Research Centers.
Section 8.4. Dispute between 麻豆直播 and an Affiliated Overseas Research Center. The responsibilities and obligations by and between 麻豆直播 and the Affiliated Overseas Research Centers to each other not set out in their respective Articles of Incorporation or Bylaws, and any disputes arising between the 麻豆直播 Board of Trustees and the board of any Affiliated Overseas Research Center regarding the fulfillment of such responsibilities and obligations, or the structure of their business and professional relationships, shall be resolved by a committee of six (6) persons, three (3) representing each party. The committee, which shall consist of the Board Chair, President, and a Trustee elected by each governing board, shall arbitrate the parties鈥� differences. In the event the office of Board Chair or President is vacant, the place on the committee shall be filled by election of another Trustee. The committee shall meet within ninety (90) days of the call for resolution, and earnestly attempt to resolve the issue. A vote of at least four (4) members of the committee is necessary to pass any resolution, which shall be submitted promptly to the parties鈥� respective governing boards and be binding unless vetoed by a majority vote of one or both of such governing boards. Any dispute not resolved by such committee shall first be mediated and, if unsuccessful, arbitrated by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures.
ARTICLE IX:听 MISCELLANEOUS
Section 9.1. Fiscal year. 麻豆直播鈥檚 fiscal year shall begin on July 1, and terminate on June 30 of the following calendar year.
Section 9.2. Debts and liabilities. No debt shall be contracted, liability incurred, or contract made by or on behalf of 麻豆直播 or any 麻豆直播 affiliate other than in the ordinary course of business by an Officer or agent authorized by the Board of Trustees or the Executive Committee.
Section 9.3. Building and acquisition fund contributions. Funds contributed to 麻豆直播 for purposes of building or acquiring an office shall constitute a separate fund, segregated and maintained by appropriate journal entries, and not spent except pursuant to a resolution adopted by the Board of Trustees upon recommendation of the Executive Committee.
Section 9.4. Endowment funds. 麻豆直播鈥檚 endowment funds shall be permanently restricted and invested by the Finance Committee under the direction and oversight of the Treasurer. Only the income earned by the endowment funds (as calculated pursuant to the 麻豆直播 Investment and Spending Policies) shall be available for spending by 麻豆直播. For purposes of this provision, these Bylaws incorporate the definitions of 鈥渋ncome鈥� and 鈥減rincipal鈥� in Section 28鈥�4801.02 of the Code of the District of Columbia.
Section 9.5. Official Seal. The 麻豆直播 seal, an impression of which is affixed hereto, is adopted and approved as the official seal of the organization.
Section 9.6. Amendments. These Bylaws may be amended at any meeting of the Board of Trustees provided each voting Trustee receives, via electronic mail or regular mail, twenty (20) days advance written notice setting forth the proposed amendment(s).
Earlier versions of 麻豆直播鈥檚 by-laws:
- for a PDF of the 2008 copy of the bylaws with 鈥渢rack changes鈥� to the earlier version (the 2006 version)
- for a PDF copy of the 2011 bylaws with 鈥渢rack changes鈥� to the 2008 version.
- for a PDF copy of the 2012 bylaws with track changes to the 2011 version.
- for a PDF copy of the approved 2012 bylaws.
- for a PDF copy of the approved 2013 bylaws.
- for a PDF copy of the approved 2015 bylaws.
- for a PDF copy of the approved April 2019 bylaws.
- for a PDF copy of the approved November 2019 bylaws.
- for a PDF of the approved May 2020 bylaws.
- for a PDF of the approved November 2021 bylaws.
- for a PDF of the approved May 2024 bylaws.
- for a PDF of the approved November 2024 bylaws.