ARTICLE  VI
Contracts, Checks and Miscellaneous

Section 1.        Number.  The officers of the Foundation shall be a President, Secretary,  

                       and Treasurer/Executive Treasurer.

Section 2.        Election and Removal.  The officers shall be chosen from among the
                       members of the Board of Directors.  The President and Secretary shall be     

                       elected by the Board of Directors and shall hold office for the term of one  

                       (1) year or until their successors are elected and take office.  If the Board 

                       of Directors deem 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. Otherwise 

                       the office of Treasurer (a voting position) shall be elected by the Board of 

                       Directors and shall hold office for the term of one (1) year or until their 

                       successor is elected and take office. 
                       Officers so elected, or appointed, may be removed from office, with cause, 

                       by a quorum of the Board of Directors.  Vacancies in any office shall be 

                       filled by the Board of Directors for the balance of the term.

Section 3.        Resignation and Vacancies.  Any officer may resign at any time by
                       giving written notice to the Board of  Directors or to the President.  Such
                       resignation shall take effect on the date specified in such notice.

Section 4.        Salaries.  No Board member shall be paid or receive directly or
                       indirectly any profit or pecuniary advantage.  Any Board member may 

                       be reimbursed for approved expenses incurred during the conduct of 

                       Foundation business.

Section 5.        Duties of Officers.  The duties of the officers shall be such duties as 

                       usually attach to such offices and, in addition thereto, such further duties
                       as may be designated and assigned from time to time by the Board

                       of Directors.
                       (a) The President shall preside at all meetings of the Foundation Board.   

                       He/she shall perform such duties as usually pertain to the office, including  

                       preparation of an agenda prior to each meeting.
                       (b) The Secretary shall perform all duties of the President during the absence

                       or disability of the President.  In addition, the Secretary shall provide written

                       notice of all meetings to the Board members, shall take minutes at all 

                       meetings, and shall distribute copies of minutes to all Board Members and 

                       the principal officers of the Foundation.
                       (c) The Treasurer, or Executive Treasurer,  shall keep and maintain all  

                       financial records of the Foundation.  He/she shall establish and maintain 

                       Foundation accounts as needed, with arrangements for the signing of all

                       checks and/or withdrawals by either the Treasurer, or Executive Treasurer, 

                       or President.  He/she shall present a written financial report at all business 

                       meetings and shall keep the Board apprised of the Foundation’s financial 

                       position. 

Section 6.        The Treasurer, or Executive Treasurer,  shall be bonded at the expense
                       of the Foundation for fidelity in a sum fixed by the Board.

ARTICLE  IV
Board of Directors

Section 1.        The principal office of the Foundation shall be located at such place as
                       shall be determined by the Board of Directors from time to time.

Section 2.        The Foundation may have such other offices within the State of Wyoming
                       and at such places as shall be determined from time to time by the Board   

                       of Directors.

ARTICLE  II
Fiscal Year

These Bylaws approved by the majority of eligible members present in an email voting on May 10, 2006. 

Section 1.        Amendment.  These Bylaws may be amended, altered or repealed, in
                       whole or in part, by vote of a quorum of the Board of Directors at any
                       regular meeting or at any special meeting, provided the notice of such
                       special meeting sets forth the proposed amendment.  Proposed Bylaws
                       amendments must be delivered to all Board Members thirty (30) days in
                       advance of any meeting where a vote on said amendments is to be taken. 

and

The Wyoming Archaeological Society

Wyoming Association of Professional Archaeologists

Section 1.        The membership of this Foundation shall be the Board of Directors.

Section 2.        The Board of Directors shall consist of seven members: five (5) voting
                       members and two (2) non-voting members.

ARTICLE  V
Officers

ARTICLE  III
Members

ARTICLE  I
OFFICES

ARTICLE  VI
Contracts, Checks and Miscellaneous

Section 1.        The fiscal year of the Foundation shall correspond to the accounting
                       period of the Wyoming Archaeological Society, April 1 to March 31.

By-Laws
of The Wyoming Archaeological Foundation

Section 1.        Contracts.  The Board of Directors may authorize any officer,
                       agent or employee of the Foundation to enter into any contract or execute
                       and deliver any instrument in the name of the Foundation.  No officer,
                       agent or employee shall have any power or authority to bind the
                       Foundation by any contract or engagement or to pledge its credit or to
                       render it liable pecuniary for any amount, without proper authorization.

Section 2.        Funds.  All funds of the Foundation shall be deposited to the
                       credit thereof under such conditions and in such depositories as the Board
                       of Directors may designate, and for the purpose of such deposit any
                       person or persons to whom such power is designated may endorse, assign
                       and deposit checks, drafts and other orders for the payment of funds
                       payable to the order of the Foundation.  All checks, drafts or other orders
                       for the payment of money issued by the Foundation shall be signed by the
                       Treasurer, or Executive Treasurer, and by such person or persons as may,   

                       from time to time, be designated by the Board of Directors.
                                   The Board of Directors shall have sole discretion and
                       authority to disburse the funds, properties or any other assets of the
                       Foundation.  No moneys, grants, properties or other valuables may be
                       disbursed without the expressed and written consent of the Board of
                       Directors
                                   The Treasurer, or Executive Treasurer, may reimburse authorized    

                       Board members, agents or employees up to $150.00 for documented

                       expenses incurred in the ordinary course of business without the consent of

                       the Board of Directors.

Section 3.        An independent audit shall be conducted on the Foundation financial
                       books either before or during each annual meeting in the spring.

Section 1.        General Powers.  The Board of Directors shall manage the affairs and
                       business of the Foundation.

Section 2.        Membership.  The first Board of Directors of the Foundation shall
                       consist of the Directors named in the Certificate of Incorporation.  All       

                       subsequent Boards will be elected or appointed in accordance with the 

                       current Articles of Incorporation.

Section 3.        Meetings.  Regular meetings of the Board of Directors shall be held at least 

                       annually with the meeting in conjunction with the annual meeting of the 

                       Wyoming Archaeological Society.  The regular meeting is set at the

                       adjournment of the previous meeting, and by written notice from the

                       Secretary as provided by the President at least ten (10) working days prior to

                       the meeting.  Special meetings of the Board of Directors may be called at 

                       any time by the President or by a quorum of the voting members of the 

                       Board of Directors.  At least three days notice shall be given for special 

                       meetings.

Section 4.        Quorum.  At all meetings of the Board of Directors, voting members of the 

                       Board, shall constitute a quorum for the transaction of any and all business.

Section 5.        Committees.  The Board of Directors may create and the President
shall 

                       then appoint such special and standing committees, as it may deem        

                       advisable.

Section 6.        Resignation.  Any Director may resign at any time by giving written
                       notice to the Board of Directors or to the President.  Such resignation shall
                       take effect on the day specified in such notice.

Section 7.        Removal.  Any member of the Board of Directors may be removed from the

                       Foundation, with cause, by a quorum of the voting membership of the 

                       Board.  Cause for removal includes, but is not limited to, nonpayment of 

                       Wyoming Archaeological Society dues, violation of Wyoming Archaeological 

                       Society rules of conduct, and nonparticipation in Foundation business.