Bylaws

The name of the organization will be the “New Mexico Archaeological Council,” hereafter referred to as “the Council.”

The Council is a not-for-profit organization whose purpose is to maintain and promote the goals of professional archaeology in the State of New Mexico, in a manner consistent with Section 501(c)(6) of the Internal Revenue Code.

The goals of the Council include, but are not limited to:

1. Promoting archaeological research within New Mexico, and disseminating knowledge arising from that research,
2. Promoting awareness of New Mexico’s cultural resources among public agencies, corporations, and members of the public,
3. Encouraging the legal protection of cultural resources,
4. And encouraging high standards for professional archaeology.

Membership will consist of the following categories:

1. Voting member: any person of an age of 18 years or more, who subscribes to the purposes and goals of the Council and who has paid individual or sponsor membership dues for the current calendar year.
2. Institutional member: any government agency or public or private enterprise, or any branch of such an agency or enterprise, that subscribes to the purposes and goals of the Council and that has paid institutional membership dues for the current calendar year.

1. Voting members have full voting privileges at any regular or special meeting and by mail ballot, and may serve as members of the Executive Committee and other committees.
2. Institutional members do not have voting privileges and may not serve as members of the Executive Committee or other committees.

1. The Council will publish statements on ethics and standards for the practice of archaeology, and will establish annual dues for voting and institutional members. Any member who fails to pay the current dues will be deemed to have resigned from the Council. On finding that a member has failed to adhere to the Council’s published statements on ethics and standards for the practice of archaeology, or has otherwise acted contrary to the goals of the Council as listed in Article II, the Council may suspend or expel a member by returning that member’s dues for the current year, and by refusing to accept that member’s dues in future years.
2. Unless directly authorized by these bylaws or by the Executive Committee in a manner consistent with these bylaws, no trustee, officer, director, member, employee, or agent of the Council will have any power to bind the Council by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

The officers and directors of the Council will consist of the following positions: President, President-elect, Vice President, Secretary, Treasurer, and Editor (hereafter referred to as “officer” or “officers”).

1. Regular meetings: regularly scheduled meetings will be held in order to conduct business. Regular meetings will be announced and held at least once in each half of the calendar year.
2. Special meetings: Special meetings may be called at any time at the discretion of the President and the Executive Committee. Special meetings may also be called at the request of at least ten percent of the membership, in the form of a signed petition requesting a special meeting, delivered to the President or the Secretary. Only business specified in the call or petition for the special meeting may be transacted at that meeting.
3. Advance notice of meeting: Regular and special meetings will be announced at least 30 calendar days in advance of the meeting, by newsletter, special mailing, or other medium available to all members.
4. Voting: Voting at a regular or special meeting may be in person, by ballot, or by proxy executed in writing by the member or his or her duly authorized attorney-in-fact. No proxy will be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. All voting members who attend a regular or special meeting constitute a quorum.

1. Members of the Executive Committee: The officers of the corporation are the members of the Executive Committee.
2. Powers and duties of the Executive Committee: The Executive Committee will act as the Board of Directors and will confirm chairs and members of standing committees, will establish special committees, will approve all expenses in excess of five hundred dollars (except as allowed under Section IV(7)(b)(3) of these bylaws), will establish dates of regular and special meetings, and will conduct or oversee the other business of the Council. The Executive Committee may authorize any officer, in the name of and on behalf of the Council, to enter into contracts or to execute and deliver instruments, and such authority may be general or confined to specific instances.
3. Executive Committee procedures: The Executive Committee may conduct business, including votes, by mail, telephone, or electronic media; nonetheless, each year the President will call at least two formal meetings of the executive committee, one meeting in each half of the calendar year, to be held at least 30 days before the next regular meeting of the Council. For formal meetings of the Executive Committee, a quorum consists of three members, one of whom must be the President or President-elect. Except as otherwise required by applicable law, for votes of the Executive Committee made outside formal meetings, the President will make a good faith effort to contact all other members of the Executive Committee on the motion, and will obtain the ayes of at least two other members of the Executive Committee before declaring that
   the motion has carried.
4. Duties and responsibilities of the individual officers: duties and responsibilities of the elected officers are as follows:
   1. President: the President is the Council’s chief executive. The President will preside over general meetings, special meetings, and meetings of the Executive Committee; will be the Council’s chief representative to other organizations and the public; will appoint and remove chairs and members of standing and special committees in accordance with Section IV(4)(a) of these bylaws; and will otherwise act as authorized by the Executive Committee.
   2. President-elect: the President-elect will attend Executive Committee meetings, will perform the duties of the President in the absence of the President, and will otherwise act as authorized by the Executive Committee.
   3. Vice President: the Vice President will be responsible for membership recruitment and retention and will otherwise act as authorized by the Executive Committee.
   4. Secretary: the Secretary will keep the current member¬ship records and permanent records of the Council, will keep and report the minutes of each meeting, will correspond with other persons or organizations as authorized by the Executive Committee, will be responsible for the curation or disposal of records other than current records, and will otherwise act as authorized by the Executive Committee.
   5. Treasurer: the Treasurer will receive and disburse funds collected by the Council, will render an account of all funds at each regular meeting, will prepare an annual financial report on the Council and ensure its distribution to all members of the Council, and will otherwise act as authorized by the Executive Committee.
   6. Editor: the Editor will oversee the preparation, production, and distribution of publications as requested by the Council, and will otherwise act as authorized by the Executive Committee.
5. Terms of Office: terms will begin on January 1 and will end on December 31, as follows:
   1. President-elect and President: beginning in 2001, the President-elect will serve a term of one year; in the following year, the same person will become and serve as President for a term of one year.
   2. Vice President: term of one year, beginning in 2001.
   3. Treasurer: term of one year, beginning in 2002.
   4. Secretary: term of one year, beginning in 2001.
   5. Editor: term of one year, beginning in 2001.
6. Executive succession: If at any moment the offices of President and President-elect are both vacant, the acting Presidency will devolve to the Vice President, failing that the Secretary, failing that the Treasurer, failing that the Editor.

The other standing committees of the Council will be the Legislative Committee and the Nominating Committee. Special committees may be created and filled by the Executive Committee as needed.

1. Committee appointments, removals, and resignations: The chair and members of committees will be appointed by the President, subject to confirmation at the next formal meeting of the Executive Committee. The chairs and members of committees may be removed by written notice of the President, subject to approval at the next formal meeting of the Executive Committee.
2. Committee procedures: Committees may conduct business, including votes, in person, by mail, or by electronic media.
3. Committee recommendations: The Executive Committee will determine which actions proposed by other committees will require the approval of the Executive Committee, which actions will require a vote at the next regular meeting, and which actions will require a special meeting or mail ballot. The President will inform the membership of actions approved by the Executive Committee or taken in the name of the Council at the next general meeting of the Council or by written report to the Council membership.

1. Committee members: This standing committee will consist of a Chair and at least two (2) other members.
2. Duties and responsibilities: The committee will identify and evaluate pending legislative and other government actions that may be of interest to the Council, informing the Council about these legislative initiatives at regular meetings and by other means. The committee may suggest actions for consideration and approval of the Council at regular meetings and through other means. The committee will inform the President of urgent matters requiring immediate action. The committee will coordinate the Council’s legislative efforts as directed by the President and Executive Committee.

1. Committee members: This standing committee will consist of a Chair and at least two (2) other members.
2. Duties and responsibilities: Between July 1 and September 30 of each year, the committee will propose a slate of nominees for the annual election for Executive Committee officers or as needed to recommend individuals to the Executive Committee to fill vacancies. [See also Article VI: Elections and Office Vacancies.]

At least four times each year, the Editor will publish, or will cause to be published, a record of the official business of the Council (including but not limited to votes of the Executive Committee, election results, financial reports, Council meeting minutes, and chapter minutes) and also containing other matters of concern to the members of the Council. The Editor will ensure that the record is mailed to all members in good standing and to other individuals or organizations approved by the Executive Committee.

All nominees must consent to run for the designated office after being informed of the duties of that office. In addition to the slate of nominees proposed by the Nominating Committee, nominations will be solicited in writing or at a regular meeting prior to preparation of the ballot.At least two nominees for each office are preferable, but a slate with one nominee for an office is acceptable if additional candidates cannot be found. The Nominating Committee may propose a member of that committee to run for office, provided that a second nominee for the office appears on the ballot.

1. Ballots: Printed ballots will be mailed to all members of the Council for the election of Executive Committee members, not later than September 30 of each year. Ballots must be returned not later than November 1 of each year, or the first business day thereafter, or they will not be counted.
2. Ballot tellers: Two (2) voting members not serving on the Nominating Committee will be appointed by the President to count ballots.
3. Election results: persons running for office will be elected by a simple majority of ballots cast. The result of a tie vote will be determined by the toss of a coin. Results of the election will be announced at the next regular meeting and by newsletter.

Officers and other members of the Council may resign through the following procedures.

1. President or Treasurer: The President or Treasurer will submit a letter of resignation to the Secretary, who will notify the other members of the Executive Committee. The Executive Committee (less the officer who is attempting to resign) will either accept or reject the resignation. The resignation of the President or Treasurer will take effect at the moment of acceptance by the Executive Committee.
2. Other officers, appointees, and members: Any other officer or member may resign a position within the Council, or may resign from the Council, at any time, by giving written notice to the Secretary. The resignation will take effect at the time it is received by the Secretary unless a later date is specified in the letter.

1. Initiation of removal proceedings: Any officer may, by written request to the Executive Committee, begin removal proceedings against any other officer. In addition, the membership may begin removal proceedings against an officer by submission of a petition to the Secretary, signed by at least ten percent of the members in good standing. On receipt of the written request or petition, the Executive Committee will relieve the officer against whom removal proceedings were requested, and will assume that officer’s duties ad interim.
2. Removal Proceedings:
   1. The Executive Committee will establish a special Investigating Committee of at least three voting members within one week of receipt of the request to initiate removal proceedings. The Investigating Committee will have two weeks from its formation to investigate any charges and submit its findings and recommendations to the Executive Committee.
   2. The Executive Committee will meet to review the findings and recommendations of the Investigating Committee. The meeting will be open to the officer being considered for removal and also to the officer requesting the removal or to the person designated in the petition as the petitioners’ spokesperson.
   3. After due deliberation, the Executive Committee (less the officer being considered for removal and, if applicable, the officer requesting the removal) will vote unanimously to dismiss the officer, or to reinstate the officer, or to put the issue to a mail vote of the membership. If the issue is put to a mail vote, only votes received within 30 days of the date of the mailing will be counted. The outcome of any mail vote will be determined by a simple majority; in the case of a tie, the officer will be retained. In either case, whether as a result of dismissal by Executive Committee vote or as part of an issue being considered by mail vote, the petitioner shall have the right to have his or her position published in the next issue of the quarterly newsletter.

If the office of President becomes vacant, the President-elect will immediately begin serving asPresident and will continue as such through the term for which he or she was elected. If the positions of Vice President, Secretary, Treasurer, or Editor become vacant, the Executive Committee will appoint a voting member to fill the vacancy from nominations submitted by the Nominating Committee. Such appointees will serve the unexpired term of office.

At least four times each year, the Editor will publish, or will cause to be published, a record of the official business of the Council (including but not limited to votes of the Executive Committee, election results, financial reports, Council meeting minutes, and chapter minutes) and also containing other matters of concern to the members of the Council. The Editor will ensure that the record is mailed to all members in good standing and to other individuals or organizations approved by the Executive Committee.

The Council’s place and conduct of business will be at announced locations selected for regular or special meetings of the Council. The Council’s permanent mailing address will be P.O. Box 25691, Albuquerque, NM 87125-5691.

Unless otherwise specified in these Bylaws, meetings will be conducted in general accordance with Parliamentary Authority. Robert’s Rules of Order, Newly Revised will be the parliamentary authority for all matters of procedure not specified by these bylaws or by special rules of procedure adopted by the Executive Committee.

1. Replacement of bylaws: replacement of the bylaws may be initiated by the President and the Executive Committee, or at least ten percent of the membership may sign and submit a petition requesting replacement of the bylaws. The President and Executive Committee will establish an ad hoc Bylaws Committee of at least three members to rewrite the bylaws and prepare a draft for distribution to the Council for discussion at the next regular meeting. The Bylaws Committee will then prepare the final draft. Formal adoption of new bylaws will require a two-thirds majority of ballots cast in a special mail vote. The returned ballots will be counted by two members of the Executive Committee. If the necessary majority is not achieved, the existing bylaws remain in effect.
2. Bylaw amendments: amendment of the bylaws may be initiated by the President and the Executive Committee, or by a petition signed by at least ten percent of the membership. The President and Executive Committee will establish an ad hoc Bylaws Committee of at least three members to prepare a draft of the proposed changes for distribution to the Council for discussion at the next regular meeting. The Bylaws Committee will then prepare the final draft. Formal adoption of proposed amendments to the bylaws will require a simple majority of ballots cast in a special election conducted by mail for approval. The returned ballots will be counted by two members of the Executive Committee. If the necessary majority is not achieved, the proposed amendments are defeated.

1. If the Council finds itself without executive authority, any ten (10) voting members may call an emergency meeting of the Council. The Executive Committee, or the full Council in a formal or special meeting, may also call an emergency meeting of the Council. Any emergency meeting will be held in New Mexico no sooner than 30 days from issuance of the call. Provided that the call for the emergency meeting includes a reasonable and good faith effort to contact the entire membership, and clearly states the purpose, location, date, and time of the meeting, and provided that those making the call clearly state their names, the voting members attending the meeting may, by majority vote, suspend these bylaws and establish themselves as a Special Committee on Governance.
2. The Special Committee on Governance will be chaired and conducted as the voting members agree at the emergency meeting, and will vote either to reestablish the executive authority of the Council or to dissolve the Council.
3. If the Special Committee on Governance votes to reestablish the executive authority of the Council, that committee will select an acting President, acting President-elect, acting Vice President, acting Secretary, acting Treasurer, and acting Editor of the Council. As soon as the acting Executive Committee is constituted, suspension of the rules will be revoked and the Council will once again be governed by these bylaws. All acting officers will serve until such time until replacement officers can be elected by formal ballot of all the voting members.
   1. The chief aim of the acting officers of the council will be to nominate candidates, call for elections, and hold elections for new officers as early as prudently possible and to conduct the Council’s business until new officers are elected by formal ballot of all the voting members. The acting officers will yield their office to their elected replacement immediately after the tallying of the formal ballot.
4. If the Special Committee on Governance votes to dissolve the Council, it will first make a reasonable and good faith effort to put the issue before the full voting membership for a final decision. If a majority of the responding voting members approve of the dissolution of council, the Special Committee on Governance will dissolve the Council. In case of dissolution, and after payment of its liabilities, the Council’s assets and stock of publications shall be turned over to an educational or scientific institution or organization that is exempt from taxation under the current code of the Internal Revenue Service. The State Corporation Commission will be notified of this action.
5. No action may be taken during any suspension of the bylaws that will cause the Council to violate federal, state, or local law or to abrogate its existing contracts or formal commitments.

Every Director, Officer, and employee of the Council shall be indemnified by the Council for all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him or her in connection with any proceeding to which he or she may be made a party, or in which he or she may become involved, by reason of being or having been a Director, Officer, or employee at the time such expenses are incurred, except in such cases wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Council. The foregoing right of indemnification shall be in addition to and not exclusive of, all other rights to which such Director, Officer, or employee may be entitled.