Article I: PURPOSE


The Mudwater Archaeology Society is dedicated to researching, documenting, and preserving lost and forgotten maritime history and cultural resources within America’s inland waterways.


MISSION STATEMENT


The Mudwater Archaeology Society was created for those individuals interested in the study and preservation of United States maritime history.  The MAS endeavors to reconnect people and communities with lost and forgotten history and to conserve and protect submerged cultural resources.


To research and publish educational materials and information on past human activity built around our lakes and rivers.


To promote research and education in the field of underwater archaeology with added emphasis on archaeology involving low visibility and heavily silted water.


To provide training in land-based educational field schools and underwater site surveys.


To promote the conservation and recovery of items of historic value for preservation and display in public museums.


To work in cooperation with other organizations interested in underwater archaeological resources. 


Article II – BOARD OF DIRECTORS


Section 1 – Authority

The board of directors shall have authority over the activities, directional goals, and assets of the society. 


Section 2 – Composition

The board of directors shall include the President, Vice-President, Secretary, Treasurer, Director of Media, and 1-3 at large directors. Each director may hold more than one title depending on the needs and membership resources of the society.


Section 3 – Elections

The board of directors shall nominate one or more members for each vacant position on the board. Additional nominations of members present at the annual meeting in even numbered years shall be taken from the floor. All contested elections for the board shall be conducted by secret, written ballot. Directors and officers are elected for 3 year terms. 


Section 4 – Board Meetings

The board of directors shall meet on the first Monday of every month.  Regular meetings shall be held at places established by the board.  Special meetings shall be held on the call of the president, vice president, or any three directors or officers after at least 48 hours’ notice by telephone, email, or personal contact. Three directors or officers shall constitute a quorum for the transaction of business. The meetings shall be open to the members. Decisions shall be made by majority vote of directors and officers present with the President voting to break ties. Between established meetings, the President may solicit decisions from the board through group email communications.


Section 5 – Vacancies

Any director no longer willing to voluntarily serve may resign at any time. Directors who repeatedly miss 3 or more meetings without cause may be removed from office at the discretion of the Board. Any vacancy may be filled for the remainder of the term by an affirmation vote of the majority of the directors and officers remaining.


Section 6 – Compensation

Directors and officers may not be compensated for their time and effort. Books published by the Society may share royalties with the author to the mutual satisfaction of both parties.


Article III – MEMBERSHIP


Section 1 – Eligibility 

Membership in the Society shall be open to individuals, family, business, or organization that subscribes to the purposes of the organization.


Section 2 – Dues

Membership types and dues shall be set by the Board of Directors and approved by a majority of the members present at the annual meeting. 

Individual memberships - $40/year , Family* memberships - $80/year , business and organization to be determined on a case by case basis. 

*Family membership is defined as 1-2 legal adult parents/ unlimited offspring


Article IV – VOTING


Section 1 – Votes

Each member may cast only one vote on any question called to a vote.


Section 2 – Casting Ballots

A member must be present at the meeting at the time a vote is called in order to vote.  No member shall vote by proxy or absentee ballot. All votes shall be counted by a show of hands unless otherwise specified by the bylaws.


Section 3 – Referenda

The Board of Directors may at any time solicit reactions from members through mail or email survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered advisory or binding on the Board. The membership may also initiate an advisory or a binding referendum at the annual meeting. Members shall have 30 days to respond. Results of the referendum shall be announced at an annual meeting or by email within 30 days of the response deadline.


Article V- MEMBERSHIP MEETINGS


Section 1 – Annual Meeting

The annual meeting of the Society shall be held in the fall. The time and place shall be arranged by the Board of Directors. The agenda of the annual meeting will be set by the president and may include elections, discussions of new and continuing projects, adoption of a budget, and member concerns.


Section 2 – Special Meeting

A special meeting of the Society may be called at any time by the President, by majority vote of the Board of Directors, or by written request by a majority of the members. The majority of a special meeting may include any items properly brought before an annual meeting.


Section 3 – Informational Meeting or Social Event

The Society may sponsor a variety of meetings and events designed to provide education, recreation, or social opportunities for its members and their guests. It may also sponsor fund-raising activities. If business is to be conducted at such events, the notice requirement must be met.


Section 4 – Notification

Every annual or special meeting must be preceded by notice to paid members and members from the preceding year who have not yet renewed their membership. Notification may be by face to face or phone in addition to an email communication at least 2 weeks prior but not more than 2 months prior to special meetings. The notice shall summarize any proposed changes in the bylaws, shall highlight any proposals to dissolve the Society, and may include a detailed agenda.


Article VI – OFFICERS


Section 1 – President

The President shall preside over all membership and Board meetings. The President shall be the chief executive officer of the Society, responsible for day to day administration of the affairs of the Society and supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of the President’s term. The President is an ex-officio member of all committees.

Section 2 – Vice-President

The Vice-President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend. The Vice-President shall also chair the membership and finance committees.


Section 3 – Director of Media

The Director of Media shall assume duties associated with the supervision/ overseeing of Society members or outside contractors working on websites, writing and posting articles, filing historic documentation, and all media releases. It is the Media Director’s responsibility to assign tasks and direct the dissemination of all media associated with the Society.


Section 4 – Secretary

The Secretary shall maintain the official records of the Society as well as any archives. The Secretary shall send out notices of meetings and shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall handle general correspondence for the organization, including monitoring email. The Secretary shall also maintain a current record of the names and addresses of members entitled to vote.


Section 5 – Treasurer

It is the Treasurer’s responsibility to control funds and assets, pay expenses, and record all financial transactions that occur within the day to day operations of the Society.


Section 6 – Multiple Office Holdings

The same person may hold the offices of President and Secretary, Vice-President and Treasurer, or Secretary and Treasurer, etc. depending on the needs of the Society.


Section 7 – Other Officers

Other officers may be appointed by the President with concurrence of the Board of Directors. A legal counsel, executive secretary, or other such assistant officers as are deemed necessary are preferred but not required to be members of the Society.


Article VII – COMMITTEES


Section 1 – Membership and Finance Committee

The Treasurer shall preside over the Committee.  The committee shall keep all current and past financial records. It shall also keep current records of all members past and present. It shall work on the annual budget to be proposed to the membership at the annual meeting. It shall also work to maintain and increase the membership of the Society.


Section 2 – Newsletter

The committee is responsible for publishing a quarterly newsletter. It will be responsible for all facets and newsletter production including soliciting articles and production and distribution of the newsletter.


Section 3 – Training

The committee is responsible for developing, implementing, and continuing training programs and materials for the membership to aid and promote proper execution of all phases of underwater archaeological research and investigation.


Section 4 – Projects and Research

The committee is responsible for developing and directing research and projects for the membership. They will coordinate with interested members and chapters for doing surveys, research, and diving on any items of interest that fall within this Society’s charter and statement of purpose. They will also develop independent projects that members may continue.


Section 5 – De Facto Committees

Until future increases in membership enrollment makes committee formation a reality, the Board of Directors will perform the function of all committees. 


Article VIII – MISCELLANEOUS PROVISIONS


Section -1 Fiscal Year

The records and accounts of the Society shall be maintained on a calendar year basis.


Article IX – ADOPTIONS AND AMENDMENTS


These bylaws may be adopted at a monthly meeting by the Board of Directors by two-thirds vote. Amendments to the bylaws can be adopted at a special meeting or annual meeting by a two thirds majority of members present and entitled to vote. Amendments to the bylaws must be summarized in the notice for the meeting in which the amendments are to be voted on.


Article X – DISSOLUTION


The Board of Directors, by a two-thirds affirmation vote of all Directors, may recommend that the Society be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds affirmation vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval by the members as provided under Illinois law. Dissolution of the Society shall not be final until the members, by majority vote, shall have approved the plan, either at a meeting or by a binding email referendum.


CERTIFICATION


These bylaws were adopted by unanimous vote at the monthly meeting of Board of Directors of the Mudwater Archaeology Society on this 6th day of July, 2016.


These bylaws replace any previous Bylaws of the Society.

MAS Bylaws