ByLaws

ARTICLE I
The Society may do such things, as approved by the Executive Committee of the Society, as may be necessary to raise funds to carry out the objectives of the Society, and may accept donations for this purpose.

ARTICLE II
1. The members of the Society shall be subscribers of the Constitution and By-laws and those persons admitted to membership therein according to the By-laws.
2. Subject to the provision of the By-laws,
a. Regular membership shall be for persons residing in the Province of British Columbia and not otherwise enrolled as a member of the Society. Members of Branches of the Society are considered to be regular members. Each regular member in good standing shall be entitled to one vote.
b. Family membership shall include spouses and their children under 21 years of age, such of whom are resident in the Province of British Columbia. The family membership roll shall carry the names of all eligible members of each family. A maximum of two members of one family in good standing in this membership category shall be entitled to vote.
c. Honorary membership may be granted by a majority vote of the Society to any person who has rendered outstanding service to the Society.
d. Student membership shall be for persons residing in the Province of British Columbia enrolled full-time in any educational institution, for the semester beginning September of each year. Each member in good standing shall be entitled to one vote.
e. Senior Citizens shall be eligible for the same privileged membership rates as student members. Each member in good standing shall be entitled to one vote.
f. Life membership is open to any individual wishing to purchase such a membership at a fee of not less than $300.00 and subject to the approval of the Executive Committee. Each Life Member shall be entitled to one vote.
g. Subscribing members – Any person wishing to subscribe to the Society’s publication, The Midden, may do so on payment of the prescribed annual fee, but the subscription carries no membership benefits. Non-member subscribers to the Society’s publication, the Midden, receive no membership benefits and are not entitled to vote.
h. A member may be suspended from the Society by the President upon receipt of a written charge that such member has been guilty of unbecoming conduct. Such conduct shall include:
i. A breach of these By-laws or Constitution.
ii. Any conduct which brings the Society in discredit.
iii. The President shall thereupon immediately appoint an Inquiry Committee of three members with two alternates, one of which will be named Chairman. The member complained against shall have two peremptory challenges regarding the composition of the Committee. The Inquiry Committee Chairman shall decide the place and time of the hearing at least ten days before the hearing, and shall cause notice thereof and copies of the complaint to be sent to the other Inquiry Committee members, the complaining members and the member complained against. The Inquiry Committee shall hear any witnesses, summarize the evidence and report to the Executive Committee of the Society, with such recommendations as it sees fit. The Executive Committee of the Society may accept or reject the recommendations of the Inquiry Committee but if such a recommendation is for expulsion or deprivation of office, then a two-thirds majority of the Executive Committee present is necessary to expel or deprive of office such a member.
i. All memberships in the Society shall entitle the holders to such rights and privileges in the use of the facilities as may be prescribed by the Executive Committee from time to time.
j. All membership fees to be set at each Annual General Meeting, to be voted on by the Society as a whole.
k. Any member who, after the lapse of one full month following the mailing of the second membership fee invoice shall not have paid the annual dues, will automatically cease to be a member of the Society and his or her name shall forthwith be struck from the membership roll.

ARTICLE III – EXECUTIVE COMMITTEE
1. The affairs of the Society shall be conducted by the Executive Committee (also referred to herein as Directors) consisting of the President, the Vice-President, the Recording Secretary, the Membership Secretary, the Treasurer, the Midden representative, and the Immediate Past President.
2. Any vacancy that might occur on the Executive Committee shall be filled by an appointment from the membership of the Society by the remaining Executive Committee members for the balance of the term of the Executive Committee member creating the vacancy.
3. Any member of the Executive Committee missing three successive meetings of the Executive Committee shall automatically cease to be a member of the Executive Committee upon the balance of the Executive Committee passing a resolution decreeing that such absence was not justified.
4. A member may stand for election and hold the same position on the Executive for any number of consecutive years, excepting the position of President, for which the term shall be limited to two consecutive years.
5. The election of the Executive Committee shall be held at the Annual General Meeting of the Society and the successful candidates shall hold office for one year from the next succeeding lst day of September.

ARTICLE IV – DUTIES OF DIRECTORS OF THE SOCIETY
1. The President shall preside at all meetings of the Society. S/he shall enforce due observance of all By-laws, rules and regulations of the Society and shall be responsible for the conduct of all meetings (rules of order etc.). S/he shall act as, or designate, a Branch liaison and report at the Executive meetings of the Society. S/he shall perform such other duties as normally, are the function of such organizations.
2. The Vice-President shall, in the absence of the President, fulfill all the duties of the President, and shall carry out such duties as may be assigned by the Society, the Executive Committee and the President of the Society.
3. The Recording Secretary shall keep full and accurate minutes of all meetings of the Society and the Executive Committee. The Recording Secretary shall notify the Directors and all members of all meetings and distribute the minutes at least ten business days before the next Executive meeting.
4. The Membership Secretary shall collect all dues and subscriptions owing to the Society, maintain a Membership list, notify members of meetings and pay all moneys received over to the Treasurer. The duties of the Membership Secretary shall also be to recruit new memberships and see that members are in good standing at all times.
5. The Treasurer shall receive, collect and deposit in a chartered Bank, Trust Company or Credit Union approved by the Executive Committee, all the funds of the Society; shall keep an accurate record of all receipts and expenditures and shall pay all accounts which have been approved by the Executive Committee and or the General Membership. No single expenditure exceeding $1600.00 shall be made from the funds of the Society without prior approval of a majority of the membership at a General Meeting. All cheques issued shall be signed by:
1. The Treasurer
2. The President or Vice-President
6. The Midden Representative shall be a member of the Midden Editorial Board and shall act as a liaison between the Midden committee and the Executive committee.

ARTICLE V – THE SEAL
The Seal of the Society shall be in the custody of the Secretary. It shall not be affixed to any document except by a resolution of the Executive Committee and in the presence of such officers or persons as may be prescribed by such resolution, or if none be so prescribed, in the presence of the President and any two Directors and such persons shall sign every document to which the Seal of the Society is affixed.

ARTICLE VI – MEETINGS
1. The Annual General Meeting of the Society shall be held within the month of September each year at a time, date and location to be decided by the Executive Committee.
2. Special Meetings of the Society may be held as deemed necessary by:
a) The President
b) The Executive Committee
c) A request, in writing, to the Executive Committee signed by no less than five members of the Society. Such request must state the reason for a meeting.
3. The Secretary of the Society shall send to every member, a notice of the time and place of every General Meeting of members and the notice shall be sent not less than fourteen days before the date of the General Meeting.
4. The Secretary of the Society shall send to every member, a notice of the time and place of every Special Meeting of members and the notice shall be sent not less than fourteen days before the date of the Special Meeting.
5. The Executive Committee shall meet when deemed necessary on a day and time agreed upon by the Executive Committee and at such other times as may be necessary.
6. Voting – All questions before a meeting of the Society or the Executive committee shall be decided by a simple majority unless otherwise provided for in these By-laws or required by the Society Act. The President shall abstain from voting except in the event of a tie s/he may cast their vote. Any members not able to attend in person the AGM or Special Meeting may use the mail-in ballot provided by the Secretary. This vote is not anonymous and must be received by the Society’s Nominating Officer, at the address specified, no later than 4:00 pm on the date of the AGM or Special Meeting.
7. Quorum
a) A Quorum for a meeting of the Society shall be 10 members, not including members of the Executive Committee.
b) A Quorum for an Executive Committee meeting shall be 50% of the total Executive plus one.

ARTICLE VII – INSPECTION OF BOOKS AND RECORDS
The books and records of the Society may be inspected by the members at the place of and during the course of any meeting of the Society provided that the request is made not less than two weeks before the meeting. Books and records to be audited annually by an auditor who is not a Director of the Society.

ARTICLE VIII – COMMITTEES
1. Program Committee
Shall plan and coordinate all activities to the advantage of the membership as a whole and shall efficiently utilize the facilities available.
2. Project Committee
Shall carry out such duties and projects as may from time to time be agreed upon by the Executive Committee.
3. Public Relations and Publication
Shall be in charge of all advertising and interpretation of the activities of the Society to the community at large; and shall be responsible for promoting the activities of the Society in connection with the protection and understanding of the archaeological and historical heritage of British Columbia.
4. Special Committee
The President may at any time appoint a Special Committee as authorized by the Executive Committee.
5. Committee Chairperson
The Chairperson of any Committee will be appointed by the Executive committee and the Chairperson in turn will choose their committee from the membership.

ARTICLE IX – ALTERATIONS
1. Alterations, amendments or additions to the Constitution shall be made only by extraordinary resolution approved at the Annual General Meeting of the Society by two-thirds vote of the members present and voting, provided that Notice of Motion as been adequately publicized at least two weeks prior to the meeting. Alterations to the Constitution may be made outside of an Annual General Meeting of the Society, within a Regular or Special Meeting of the Society, only if changes directly reflect requirements of the BC Registrars office or the Canadian Revenue Agency.
2. Alterations, amendments or additions to the By-laws shall be made only by extraordinary resolution passed by a two-thirds majority of the votes cast by the members present at any Regular or Special Meeting of the Society, provided that the notice of meeting advises that such amendment or re-enactment or alteration is to be dealt with at the meeting.

ARTICLE X – SPECIAL FUNDS
In the event that funds are donated to the Society with the expressed preference for a specific archaeological project, the Society may on the authority of the Executive Committee undertake such projects to be carried out. It is understood that the expenditures will not exceed the donated funds. The individual disbursements will not be limited m amount by Article IV of the By-laws.

ARTICLE XI – BRANCH SOCIETIES
There may be established and maintained one or more branch Societies with power, not exceeding the powers of the Society, which the Society may from time to time confer, amend, restrict or rescind by resolution of its directors.

ARTICLE XII — SCOPE
The operations of the Society are to be carried on throughout the Province of British Columbia.

ARTICLE XIII — MISSION STATEMENT

The Society mission is to protect the archaeological and historical heritage of British Columbia through education, and to further public understanding of a scientific approach to archaeology.

ARTICLE XIV —  DISSOLUTION CLAUSE

Upon dissolution of the Society and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to qualified donees as defined in subsection 149.1(1) of the Income Tax Act (Canada) that have objectives and purposes similar to the Society as the Executive Committee shall by resolution determine.