ARTICLES OF INCORPORATION
OF
WYOMING ARCHAEOLOGICAL FOUNDATION
We, the undersigned, natural persons of the age of 21 years or more, acting as incorporators of a corporation under the laws of the State of Wyoming pertaining to non-profit corporations, adopt the following Articles of Incorporation for such non-profit corporation:
I
The name of the corporation is “WYOMING ARCHAEOLOGICAL FOUNDATION.”
II
The term of its existence is perpetual.
III
The purposes for which the corporation is organized are:
(a) To foster and encourage the preservation of all manner of things having archaeological or historical value or interest within the State of Wyoming; to own, manage and control real property and facilities therefore;
(b) To discover, restore, preserve, maintain, own, repair, construct, equip or otherwise place in condition, sites, properties both real and personal, areas, buildings, fixtures and other improvements and personal property having archaeological or historical interest or value;
(c) To receive, hold, invest, administer, solicit, pay out and distribute all manner of funds, money, property, and things of value made, donated, contributed, delivered, devised, bequeathed or otherwise transferred or communicated to the corporation;
(d) To do all manner of things required or necessary in order to accomplish the foregoing purposes, but not for the purpose of direct gain to any individual. The corporation will not carry on propaganda, or attempt to influence legislation or participate in any political campaign.
IV
This corporation shall have no capital stock. Its membership shall consist of members in good standing of the Wyoming Archaeological Society, Inc. A Board of Directors shall control the internal affairs of the corporation. The Board of Directors shall consist of seven (7) members, five (5) voting members and two (2) non-voting members. (The voting members include the incumbent President and Immediate Past President of the Wyoming Archaeological Society, Inc. The two (2) non-voting members include the Wyoming State Archaeologist, and a Department of Anthropology representative from an accredited four (4) year university in Wyoming.) In the event of a vacancy of an elected Board Member, the Board of Directors shall appoint a replacement member to fill the term of office. In the event of a vacancy of an appointed Board Member, the Board of Directors may fill the vacancy at its own discretion. The affairs of the corporation shall be managed and governed by such Board of Directors. The officers of the corporation shall be chosen by the Board of Directors from the Board of Directors, and they shall be the following:
President
Secretary
Treasurer or Executive Treasurer
The offices of Secretary and Treasurer may be combined and held by one person. If the Board of Directors deems it necessary to institute the Executive Treasurer position no Treasurer position will be filled. The Executive Treasurer position shall be appointed by the Board of Directors and will be a voting position and will be part of the Board of Directors. The corporation shall be governed by its Bylaws and the Board of Directors shall be and is hereby authorized to adopt Bylaws and there after to amend, alter or repeal the same from time to time, but in no event shall Bylaws be amended or repealed unless a quorum of three (3) voting members of the Board of Directors be present. The Bylaws may provide that funds of the corporation may be invested and re-invested in municipal and United States bonds; also, that its records will be available for examination annually by the State Examiner of Wyoming.
V
In the event that this corporation should be dissolved for any reason, then upon dissolution any debts and obligations of the corporation shall be first paid, and thereupon the remaining or net assets shall be distributed, transferred, delivered, and paid over to the Wyoming Archaeological Society, Inc.
VI
The incumbent and each succeeding President of the Wyoming Archaeological Society, Inc. shall be a member of the Board of Directors of this corporation during the time he/she is such President. The Immediate Past President of the Wyoming Archaeological Society, Inc. shall also be a member of the Board of Directors of this corporation for the period coinciding with the term of office of the Incumbent President of the Wyoming Archaeological Society. The members-at-large will be elected at the Wyoming Archaeological Society Inc., annual spring meeting from names submitted by the nominating committee of the Wyoming Archaeological Society Inc. During the first installation of the new Board, three (3) members will be elected to serve: one each for a one, a two (2), and a three (3) year term. Thereafter, a new member will be elected every year for a three (3) year term. In the event that the Board deems it necessary to appoint an Executive Treasurer, members-at-large will be elected every year for a two (2) year term. Members-at-large may not serve two (2) consecutive terms. The non-voting Wyoming State Archaeologist and Department of Anthropology members serve as liaisons between the Foundation and their respective institutions and have no limit to their term of office. The Department of Anthropology representative will be appointed by the Board.
These Articles of Incorporation approved by the majority of eligible members present in an email voting on May 10, 2006.