Taos Archaeological Society
Article I – Name
Section 1. The name of this organization shall be the “Taos Archaeological Society”, herein referred to as the Society. The Society is governed by its members. The rights and responsibilities of officers and members are set forth in these Bylaws.
Article II – Purpose
Section 1. The purpose of this organization, a New Mexico not-for-profit institution incorporated under the Nonprofit Corporation Act of the State of New Mexico, and not a private foundation, shall be:
a) To conserve the archaeological and historical archaeological presence and evidence in North Central New Mexico.
b) To preserve the prehistoric and historic archaeological sites and remains in North Central New Mexico.
c) To maintain and add to the archaeological records of North Central New Mexico.
d) To promote archaeological, historical, ethnological, scientific and anthropological studies within North Central New Mexico.
e) To promote public awareness of the ancient heritage of North Central New Mexico.
f) To cooperate in the conservation of the native arts, crafts, and customs of the region.
g) To maintain affiliation with the Archaeological Society of New Mexico.
h) Said organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III – Membership
Section 1. Any person or institution subscribing to the purpose of the Society, and willing to abide by its Code of Ethics, is eligible for membership.
Section 2. Application for membership is made by completing the Society’s membership form and submitting it to the Treasurer with payment of dues, or by using the TAS website to join on-line and mailing in the dues payment.
Section 3. From time to time, changes to annual dues for each class of membership may be recommended to the membership by the officers. Dues revisions shall be subject to approval by a majority of the members at a Special Business Meeting of the Society.
Notification of proposed dues changes must be presented at the prior meeting and included in the call for a Special Business Meeting.
Section 4. By becoming a member, a person acknowledges and agrees that the Society, its officers and members owe no legal duty or liability whatsoever to individual members. Each member is solely responsible for his or her own safety and welfare during all Society activities. Members must sign a separate release of liability form prepared by the Society to participate in each Society field trip.
Section 5. The membership categories are: Member (Individual & Family), Life Member, Honorary Life Member, and Student Member. A Life Member is anyone who, on single payment of a designated amount, may thereafter forego payment of annual dues. An Honorary Life Member (not obligated to pay dues) may be named for extraordinary service to the Society or its purposes once elected by a majority of the members. For actions brought before the membership for a vote, individual categories have one vote; a family membership permits two votes. Other classes of membership with no voting rights are recognized to maintain communication with organizations, affiliates, and others.
Section 6. The membership year shall be the calendar year. Members joining by October 31 of any calendar year are members for that calendar year. Members joining November 1 or after are members for the remaining year and the following year.
Section 7. Annual dues shall be payable upon notification and not later than three months following notification. Members failing to pay within this grace period shall no longer be in good standing and will be dropped from the membership rolls.
Section 8. Any Society member who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the officers or membership of the Society, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will disclose the conflict and voluntarily refrain from voting on said item.
Article IV – Management
Section 1. The officers of the Society, who will also serve as its Board of Directors, shall have general supervision of the affairs of the Society between its business meetings, fix the hour and place of meetings, make recommendations to the members, and perform such other duties as are specified in these bylaws. The officers shall be subject to the direction of the Society members, and none of their acts shall conflict with action taken by the Society. Officers shall receive no compensation for their services.
Section 2. The officers of the Society shall include a President, Vice-President, Secretary, Treasurer, and one Officer-at-Large. The offices of the Secretary and Treasurer may be held jointly by the same person.
Section 3. Officers:
A. An election of officers shall be held annually in February, and by majority vote of the members. A Nominating Committee shall be appointed to fill vacancies in accordance with Art. VI, Section 1.
B. The President, Vice-President and Secretary will serve one-year terms; The Treasurer and Officer-at-Large shall serve two-year terms.
C. Any officer who resigns or is removed shall be replaced for the remainder of the term by special election within two months or two meetings, whichever comes later; or, in the case of the President, immediately replaced by the Vice-President.
D. Any officer who, without prior notification and acceptance, fails to attend three consecutive officers meetings shall be deemed to have resigned and will be replaced.
E. Officers may be removed by a majority vote of the members present at a Special Business Meeting whenever, in their judgment, the best interests of the organization will be served.
Section 4. Duties of Officers:
A. The President shall:
1. Preside at all regular program meetings, special business meetings, quarterly meetings of the officers and any other scheduled officers meetings;
2. Serve as the official representative of the Society;
3. Sign documents on behalf of the Society;
4. Report at each meeting;
5. Prepare the annual report with input from all committees and officers;
6. Perform other such duties applicable to the office.
B. The Vice-President shall:
1. Take the place of the President when he or she is unavailable and fill the unexpired term of a vacated presidency;
2. Oversee and appoint two non-officers to conduct an internal audit of financial records and statements when the fiscal year is closed;
3. Submit required reports as completed by the Treasurer to the NM PRC and the IRS on the requisite forms and in compliance with filing deadlines.
C. The Secretary shall:
1. Record, maintain and have published minutes of all Program Meetings, Special Business Meetings, Officers Meetings and Annual Meetings;
2. Maintain the file of committee reports;
3. Provide notification of Officers, Special Business and Annual Business meetings to the members;
4. Work with the President to prepare agendas;
5. Compile reports of the committees for the Annual Report to the membership and to ASNM.
D. The Treasurer shall:
1. Maintain a record of membership and collect dues;
2. Maintain the financial records, accounts, and inventory of the Society;
3. Make timely payment of approved reimbursements and payment of affiliation dues to the Archaeological Society of New Mexico;
4. Compile the proposed annual budget, including estimated revenues and expenses of all committees and officers budget for submission to the Officers and approval by the membership at the February Annual Business meeting;
5. Present financial reports to officers and members at Society meetings. The year-end financial report will be posted on the Society website.
E. The Officer-at-Large shall:
1. Serve as ex-officio member of committees and keeping officers and members informed of status, issues, and achievements of all committee work, as necessary;
2. Serve as liaison with the members.
Section 5. Committees:
A. The officers may establish standing or ad-hoc committees and appoint chairpersons who are members in good standing. The officers shall establish the duration, objectives and responsibilities. Committee chairs will invite participation from voting Society members and make appointments to each committee. Each committee chair shall keep minutes of their meetings and file them with the Secretary. The committee will prepare a proposed budget for the annual budget and submit a work plan of the proposed activities for approval by the membership.
Committees may include and are not limited to: Education, Development, Field Work, Trip, Program and Nominating.
B. Committee chairs appointed by the officers may be removed and replaced by a majority vote of the officers whenever, in their judgment, the best interests of the organization will be served.
C. Program Committee - The Program Committee Chair shall appoint at least two willing members to the Program Committee. The duties of the committee are:
1. To prepare for the regular program meetings and preside over the program portion of those meetings;
2. To recruit appropriate program speakers or otherwise prepare for the regular program meetings;
3. To arrange for a meeting room and provide notice of meetings to the membership and local media;
4. To send thank you letters to all speakers;
5. To prepare a proposed annual budget for inclusion into the annual budget.
6. To submit a proposed annual speaker schedule for approval by the Officers;
7. To submit a program report for the Annual Report.
Section 6. The Fiscal Year of the Society shall be the calendar year, January 1 through
Section 7. Dissolution of the organization
The Society may be dissolved and all future activities terminated upon a two-thirds vote of the members in attendance at a Special Business Meeting called for that purpose. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article V – Meetings
Section 1. Program Meetings: The Society shall hold regular program meetings. Notice of meetings, specifying the program and that it is open to the public, shall be released to the local information media by the Program Committee on a timely basis. Members will be notified at least 10 days prior to the meeting by mail, email or telephone.
Section 2. Special Business Meetings: A Special Business Meeting may be called at any time by the Secretary, as directed by the President, or by the Secretary upon written request of ten (10) or more members in good standing. A meeting requested by members will be scheduled no later than thirty (30) days after receipt of the request. The business of such Special Business Meetings shall be limited to that specified in the call. Notification of Special Business Meetings shall be made to all members by mail, e-mail, or telephone at least one week before the date of such meeting. On proper notice Special Business Meetings may be combined with Program Meetings.
At Special Business Meetings, fifteen (15) members in good standing shall constitute a quorum. In a manner approved by the President, absentee voting by either written or
electronic means may be allowed. Absentee votes will not count toward the quorum requirement for a meeting. Decisions will be made by a majority of the members in good standing present and, if absentee voting is allowed, members in good standing properly casting absentee votes.
Section 3. Officers Meetings: The President will call a meeting of the officers at least once every three months to discuss and recommend policies and activities for the Society. A quorum consists of at least a majority of the officers. Additional officers meetings may be called by the President, or at the request of any two officers. Members will be notified of the time, place and agenda of these meetings and may attend and observe. A transitional Officers Meeting between incoming and outgoing officers shall occur within two weeks of the officers’ election. Minutes of all Officers meetings will be maintained by the Secretary and available upon request by any Society member.
Section 4. Annual Business Meeting: The regular February meeting shall be the Annual Business meeting and election of officers. At this meeting, each officer and committee chairperson for the preceding year shall make a brief report of the activities for which they were responsible and shall file a written summary report with the Secretary. The Treasurer shall prepare and present a written report on the financial position of the Society. The Secretary will compile the information from these reports into a Society Annual Report for approval by the officers and posting on the website. Submission shall be made to the Archaeological Society of New Mexico (ASNM) at or before their annual meeting.
Section 5. Special Business Meetings, elections and the Annual Business Meeting of the Society shall be conducted using basic meeting procedures as set out in the Society’s Standard Operating Procedures.
Article VI – Nominations and Elections
Section 1. An election of officers shall be held annually and by a majority vote of the members. The officers shall appoint a Nominating committee of at least three members, not more than one of whom may be an officer. Nominations must be submitted by the committee at the Program Meeting in January, with the election held at the February Annual Business Meeting.
Section 2. Members may nominate members for office either by submitting names to any member of the Nominating Committee or by floor nominations at the Annual Business Meeting. Nomination for officers by and from the members shall have equal rank.
Section 3. Nominees for office must have been members of the Society in good standing for at least one year.
Section 4. Each Officer shall hold the term of office for which s/he is elected. An officer may run and be re-elected for the same position for no more than four consecutive years.
Article VII – Amendments
Section1. These Bylaws may be amended by a majority vote of a quorum of members at a Special Business Meeting called for that stated purpose. Proposed changes to these bylaws must be submitted to the Secretary in writing at least two weeks before the date of the proposed Special Business Meeting. Members must be notified of the special meeting at least 1 week prior to the meeting date.
Section 2. Amendments to these Bylaws, after approval by the members, shall be reported on a timely basis by the Secretary to the Archaeological Society of New Mexico and the New Mexico Public Regulations Committee.
Adopted: December 31, 1987
Amended: January 11, 1994
Amended: February 12, 2008
Amended: September 14, 2009
Amended: April 12, 2011
Amended: November 8, 2011