The Northwest Anthropological Association Bylaws
Bylaws are being revised. Below are the current Northwest Anthropological Association bylaws.
The name of the organization shall be the Northwest Anthropological Association, Inc., conducting business in association with the Northwest Anthropological Conference (NWAC).
Section 1: Purpose of the Northwest Anthropological Association
The primary purposes of the Northwest Anthropological Association shall be to organize the solicitation of volunteer institutions to host the Northwest Anthropological Conference (NWAC) each year, to provide start-up funds to host institutions which must be returned after completion of the NWAC, to provide financial assistance to NWAC host institutions that lose money on the conference (see section 1C for conditions), to maintain a Northwest Anthropological Association website that includes information about officers and links to host institutions, and to consider how surplus funds might be spent (scholarships for students to attend the conference, for example).
A. Northwest Anthropological Association funds are acquired through surplus proceeds from NWAC conferences. Funds may also be acquired through Northwest Anthropological Association annual membership dues should an annual membership be established in the future. Host institutions will return to the Northwest Anthropological Association all start-up funds borrowed and it is expected that host institutions will also send surplus proceeds from the conference after the host institution’s accounts have been settled.
B. One use of these funds will be to provide start-up funds to host institutions. The maximum amount will be determined by Northwest Anthropological Association board members. The start-up money, considered a loan, must be returned after the host institution’s accounts have been settled.
C. Another use of these funds will be to provide financial assistance to host institutions that lose money on the conference due to a lower than average number of conference registrants (determined by the previous three or four years). The Northwest Anthropological Association will not cover losses due to excess spending or other expenses not considered normal, such as extravagant food or venue expenses, payments to personnel to organize the conference, free food and lodging to anyone other than keynote speakers, or lower than average registration and banquet fees. Payments to personnel to manage media used for paper sessions, costs associated with on-line registration, and payments associated with keynote speakers, as long as they are not excessive, are considered normal conference expenses. Host institutions that request funds to cover losses must submit a detailed accounting of all revenue and expenditures.
D. Northwest Anthropological Association funds will also be used to cover the cost of the website, event insurance, and if needed, a tax consultant. Other business uses of funds will be determined by the board members.
E. If funds in the Northwest Anthropological Association account exceed those needed to cover the above expenses, other possible uses will be determined during the business meeting held at the NWAC (providing financial assistance to students who attend the conference, for example).
Section 2: Purpose of the Northwest Anthropological Conference
The primary purpose of the NWAC shall be to encourage the exchange of ideas and information among members of the Anthropological community. This can be accomplished by:
A. Serving as coordinators of the annual Northwest Anthropological Conference.
B. Promoting communication among the sub-disciplines that comprise the Anthropology community in the Pacific Northwest and beyond (national and international).
C. Assisting anthropologists and Anthropology programs to improve their effectiveness in the areas of research, teaching and community service through the exchange of new ideas and methodologies in the field.
D. Promoting better communication among individual anthropologists and Anthropology programs and state, federal, and private agencies responsible for providing anthropological services, education, and research opportunities.
E. Reviewing and providing recommendations on all proposed local, state, or federal regulations, guidelines, and policy changes pertinent to the sub-fields of Anthropology and determined to be in accord with the goals and directives of the NWAC.
Membership will consist of all personnel and other persons officially affiliated with the Northwest Anthropological Association. Affiliation shall be extended to all registered NWAC participants.
ORGANIZATION OF THE BOARD OF DIRECTORS
A. A minimum of five (5) voting representatives, one of whom will consist of the last conference chairperson(s).
B. Each representative of the Northwest Anthropological Association has one vote.
C. Alternates may vote in place of regular representatives provided they bear appropriate authorizations on Northwest Anthropological Association letterhead. Such authorization letters will incorporate the alternate’s name, current date, and signature of appropriate representative.
D. Service as a board member is without compensation.
A. There shall be one (1) treasury for the Northwest Anthropological Association. The amount of annual dues, if any, shall be established by the Northwest Anthropological Association.
B. Dues of the Northwest Anthropological Association may be used for any Northwest Anthropological expenses incurred in conducting conference business as outlined in these bylaws.
C. Each member shall pay annual dues by a date to be determined by the Northwest Anthropological Association.
Section 1. Officers of the Northwest Anthropological Association
The officers of Northwest Anthropological Association shall be:
B. Vice President
Section 2. Qualification of Nominees/Election
Officers must be elected from among and by conference attendees who attend the business meeting or active dues-paying members of the Northwest Anthropological Conference should a dues membership be established to serve a term of from two to three years. The selection of presidential candidates from the pool of past conference chairpersons or the vice president is recommended but not mandatory. Representatives must recognize that being elected to an office of the Northwest Anthropological Association would require a minimum two-year commitment.
Section 3. Term of Office
Officers will be elected at the business meeting held in conjunction with the annual meeting of the NWAC. Elections to replace each officer will be held every three years, two if an officer wishes to be replaced. An officer’s term may extend beyond three years if conference members [dues-paying members] elect to allow any of them to continue.
Section 4. Vacancies of Officers
The vacancy shall be filled by presidential appointment until the next scheduled meeting at which time an election will be held to complete the term.
Section 4. Duties of Officers
A. Addresses, phone numbers, email addresses, and affiliations of all officers must be made available to the secretary, and the secretary must be informed of any changes in these.
B. The president shall be responsible for presiding over all scheduled meetings, calling special and executive meetings and appointing special committees and other duties as may be required by the membership.
C. The vice president shall perform all the duties of the president in the event of the president’s absence or inability to perform his/her duties. The vice president shall act as an assistant to the president and shall be responsible for the annual review and updating of Northwest Anthropological Association bylaws.
D. The secretary shall be responsible for maintaining the records of the Northwest Anthropological Association. Specific duties shall include keeping minutes of all regularly or specially scheduled executive sessions of the board, disseminating copies of the minutes to board members, and, upon request, the general membership of the Northwest Anthropological Association, and maintaining hard and electronic copies of meeting minutes.
1. Recording of the minutes of all regular, special, and executive committee meetings and act as custodian of said minutes.
2. Typing and distributing minutes from regular, special, and executive committee meetings to all board members within forty-five (45) days of the occurrence of these meetings.
3. Shall take responsibility for all written correspondence, communications, and agenda of the Northwest Anthropological Association and maintain a file on said correspondence, communications and agendas.
4. Shall maintain a list of the dues-paying members [or Board Members] in good standing for the purpose of establishing a quorum.
D. The Treasurer shall be responsible for maintaining fiscal records. Specific duties are as follows:
1. Collect, deposit, and disburse the assets according to purposes stated in Article II, Section 1 and as approved by the Northwest Anthropological Association.
2. Submit reports of the annual meeting expenses and income to the executive committee during the annual business meeting and provide copies of bank statements to officers every month [or every other month] throughout the year or upon request of the Northwest Anthropological Association president.
3. Records of every transaction must be kept, including invoices; copies of checks, both payments and checks deposited; and receipts. These must be made available to the president upon request. If the Northwest Anthropological Association account is used for the conference expenses and deposits, all transaction records must be kept and provided to the treasurer.
4. If it is necessary that a conference organizer or officer must pay for an approved expense with their own money, proof of that payment (invoice or receipt) must be provided to the treasurer before that individual can be compensated.
5. If the Northwest Anthropological Association account is used for conference expenses and deposits, all on-site conference receipts must be counted in the presence of at least one other officer and a representative from the conference host and a record of those receipts must be provided to both the treasurer and conference host representative.
6. All officers [or board members] must be informed of and consent to any expenses that arise outside of those associated with the conference. If the Northwest Anthropological Association account is used for conference expenses, any expenses associated with the conference must be coordinated between the treasurer and conference host organizers.
The executive committee shall consist of the president, vice president, secretary, and treasurer, and one member-at-large. The executive committee is responsible for recommending representatives to the president for appointment as chairpersons of committees; developing the agenda for regular meetings, special meetings and executive committee meetings; assuring actions of the executive committee, when taken on behalf of the Northwest Anthropological Association, shall be subject to approval of the Northwest Anthropological Association membership at the next scheduled meeting.
Members of the board [or board members] who are absent from two (2) consecutive meetings without prior arrangement or valid excuse shall be contacted in writing by the Northwest Anthropological Association secretary to determine their intent to fulfill the duties of their respective office.
The Northwest Anthropological Association board may establish standing committees including executive, scholarship, and nominating as deemed necessary and appropriate. The Northwest Anthropological Association board can also establish ad hoc committees on an “as needed” basis. Committee chairs will be appointed by the president and report to the membership.
Section 1. Annual Business Meeting
The annual business meeting of the Northwest Anthropological Association shall be convened during the spring meeting of the NWAC and will be open to the general membership consisting of all NWAC participants.
Section 3. Committee Meetings
Regular committee meetings shall be scheduled to coincide with the annual meeting at a time and place determined by the chair or the majority of committee members.
Section 4. Notice of Meetings
The secretary shall provide notice of special meetings, including the appropriate agenda and purpose at least one week in advance of the meeting by mail, email (electronic), or phone. The schedule for the annual business meeting will be printed in the conference program.
Section 5. Conduct of Business
The quorum for conducting business of Northwest Anthropological Association shall be a simple majority of board members, unless specified otherwise in these bylaws. Voting will be conducted as simple majority voice votes at annual and special meetings; mail ballots shall be permitted if and as deemed appropriate by the board.
REMOVAL OF BOARD MEMBERS
Any officer or representative of the Northwest Anthropological Association board may be removed for continued lack of attendance, malfeasance, conflict of interest, failure to pay dues, or failure to perform his/her duties. The removal process is as outlined in the Policy and Procedures section.
CONTRACTS, CHECK, DEPOSITS, FUNDS, AND FUND RAISERS
A. CONTRACTS. The board of directors of the Northwest Anthropological Association may authorize any officer or officers, so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Northwest Anthropological Association and such authority may be general or confined to special circumstances.
B. CHECKS, DRAFTS, OR ORDERS FOR PAYMENT. All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Northwest Anthropological Association shall be signed by two of the designated officers or designated representatives of the Northwest Anthropological Association. [I think it is ideal that at least two officers sign checks. However, it hasn’t worked out that way, and is difficult to put into practice since first, the officers are located in different areas (would entail sending checks through the mail from officer to officer and then to the final destination) and second because the cashier’s checks that are sent to host institutions for start-up funds are signed by bank personnel and not an officer. Instead, I would emphasize that any checks issued must be approved by board members. I added in a previous section that the treasurer will provide copies of bank statements to board members during the business meeting.]
I agree. Let’s change the section to read:
B. CHECKS, DRAFTS, OR ORDERS FOR PAYMENT. All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Northwest Anthropological Association shall be signed by the designated officer or designated representative of the Northwest Anthropological Association provided that such checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issues in the name of the Northwest Anthropological Association is approved by a quorum of the board members.
C. DEPOSITS. All funds of the Northwest Anthropological Association are to be deposited to the credit of the Northwest Anthropological Association in such banks, trust companies, or their depositaries as determine appropriate by the board.
D. GIFTS. The board may accept on behalf of the Northwest Anthropological Association any contribution, gift, bequest, or devise for any special purpose of the Northwest Anthropological Association.
E. FUND RAISERS. Any fund-raiser commissioned for the Northwest Anthropological Association must have prior approval of the board. All funds generated or paid out in the course of a fund-raiser must pass through the treasurer and be closely monitored.
DISSOLUTION OF THE BOARD
A. Dissolution proceedings shall be initiated by the executive board, who shall present a resolution recommending that the Northwest Anthropological Association be dissolved, and direct that the question of dissolution be submitted to a vote at the annual meeting. All members having voting rights shall be permitted to vote on the question. Written notice stating that a resolution of dissolution of the corporation will be introduced shall be presented to the membership at least one (1) week in advance of said meeting in a manner provided for in these bylaws for giving notice of meetings. A resolution to dissolve the corporation shall be adopted upon receiving a majority of votes cast at the meeting, provided there is a quorum.
B. All liabilities and obligations of the Northwest Anthropological Association shall be paid, satisfied, and discharged, or adequate provision shall be made thereof following approval of dissolution of the corporation.
C. Assets held by the Northwest Anthropological Association upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
D. Assets received and held by the Northwest Anthropological Association subject to limitations permitting their use only for charitable, benevolent, educational, or similar purposes, but not held upon a condition requiring the return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to the Northwest Anthropological Association, societies or organizations also exempt under Section 501 (c) (3) of the Internal Revenue Service Code and engaged in activities substantially similar to those of the dissolving the Northwest Anthropological Association, pursuant to a plan of distribution adopted as provided in these bylaws.
E. A plan providing for the distribution of assets, not inconsistent with the provisions of the these bylaws, maybe adopted by the Northwest Anthropological Association in the process of dissolution and shall be adopted by the Northwest Anthropological Association for the purpose of authorizing a transfer of conveyance of assets as required by law in a plan of distribution.
The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall govern the Northwest Anthropological Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Northwest Anthropological Association may adopt.
AMENDMENTS AND RATIFICATION
A. All proposed amendments, whether originated by individual members or by consensus of the membership, shall be presented to the board for preparation and distribution to the Northwest Anthropological Association membership.
B. All proposed amendments to the bylaws shall be presented, in writing, to the membership not less than thirty (30) days prior to the effective date of amendment.
C. Proposed amendments to the bylaws shall be submitted to the membership for approval (vote) at the annual meeting or by U.S. mail.
D. A majority vote of the membership responding in favor of an amendment shall be required to amend the bylaws.