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
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
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.
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
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.
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
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
(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
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.
Board of Directors
Contracts, Checks and Miscellaneous
These Bylaws approved by the majority of eligible members present in an email voting on May 10, 2006.
Section 1. The fiscal year of the Foundation shall correspond to the accounting
period of the Wyoming Archaeological Society, April 1 to March 31.
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.
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
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.
of The Wyoming Archaeological Foundation