Bylaws of the Eastern States Rock Art Research Association (ESRARA)

 

Article 1. Name

The name is the Eastern States Rock Art Research Association, and is also known by the acronym ESRARA, as it is called hereafter.

Article 2. Objectives and Purpose

The objectives and purposes of ESRARA are:

2.1 To promote the study, protection, preservation, and appreciation of rock art;

2.2 to promote inclusion of First Peoples in the study and interpretation of prehistoric rock art;

2.3 to provide a forum for the dissemination of research findings in the field of rock art studies;

2.4 to facilitate communication and contact with individuals and agencies in related fields;

2.5 and to facilitate communication and contact with international organizations and individuals possessing similar interests, through membership in the International Federation of Rock Art Organizations (IFRAO).

Article 3. Membership

The conditions applicable to membership of ESRARA are:

3.1 The members of ESRARA shall consist of Full Members (including Life Members and Institutional Members), and Subsidized/Reciprocal/Gratis Members.

3.2 An application for membership of ESRARA shall be made in writing to the Treasurer (or other officer initially), on the prescribed membership form.

3.3 Membership of ESRARA shall be contingent upon payment of an annual membership fee; or in the case of Subscribing Members of an annual subscription fee; or in the case of Life Membership of a single Lifetime Membership fee.

3.4 Applications for Subsidized/Reciprocal/Gratis Members shall be received and considered by members of the Executive Committee.

3.5 A member of ESRARA may resign from the association at any time by way of a written notice of resignation.

3.6 A right, privilege, or obligation of a person by virtue of membership cannot be transferred to another person and terminates upon cessation of membership.

3.7 Members of ESRARA are not liable to contribute towards payment of liabilities of the association.

3.8 The Executive Committee may expel a member of ESRARA if, in the opinion of the Committee, the member has been guilty of conduct detrimental to the mission and interests of ESRARA.

3.9 Expulsion of a member does not take effect until the expiration of 14 days after notice has been served, unless the member exercises the right to appeal, in which case the expulsion shall be decided upon by the first general meeting thereafter.

3.10 Expulsion for non-payment of fees is not subject to approval by the Executive Committee of appeal; and

3.11 Official notification to the membership may be transmitted by mail or electronic media.

Article 4. Officers

The officers of ESRARA shall be subject to these rules:

4.1 Officers shall be elected by the membership and consist of President, Vice ­President(s), Secretary, Treasurer, and Corporate Affairs Manager; and serve for a term of two (2) years.

4.2 Elected officers shall hold office until the general meeting of ESRARA next after their date of election, but are eligible for re-election.

4.3 Appointed officers shall be the Managing Editor, the Regional Editors, the Archivist, the Web Development Chair, the Meeting Chair (s), and any consultants or members of committees appointed from time to time.

4.4 The Managing Editor, the Regional Editors, the Archivist, the Web Development Chair, the Meeting Chair (s), and any consultants or members of committees appointed from time to time shall be appointed by and serve at the pleasure of the elected officials for a term of four (4) years, at which time they can be reappointed by the elected officers.

4.5 Appointed officers shall hold office until they resign in writing, cease to be members of ESRARA, or may be removed from office by majority vote of the elected officials.

4.6 The Executive Committee shall consist of the elected officers. An Advisory Board will include the Executive Committee, plus the Managing Editor, the Regional Editors, the Archivist, the Web Development Chair, the Meeting Chair(s), and any consultants or members of committees appointed from time to time.

4.7 In the event of a casual vacancy occurring in the Executive Committee, the same may appoint a member of ESRARA to fill the vacancy until the following general meeting.

4.8 Only paid members of ESRARA may be elected or appointed officers. This rule is not applicable to consultants.

4.9 Officers of ESRARA may not receive payment for their services.

4.10 The President shall represent ESRARA to the public, other organizations, and individuals.

4.11 The Vice-President(s) shall assist the President in his or her duties and powers, which he or she shall assume in the event of the President’s absence or incapacity.

4.12 The Secretary shall keep a detailed record of minutes of meetings; maintain and update the membership roster; send notices to those delinquent in payment of dues; prepare press releases; conduct the general correspondence of behalf of ESRARA; prepare annual reports; and perform duties as determined. The Secretary shall assume the duties and powers of the President in the event of both the President’s and Vice-President’s absence and incapacity.

4.13 The Corporate Affairs Manager shall manage the corporate records of ESRARA, and be responsible, along with the President and/or legally mandated agent, for managing all lawfully required records and reports.

4.14 The Treasurer shall keep true and faithful records of ESRARA’ s financial transactions, present a financial statement listing assets and liabilities to the membership at each general meeting, and maintain a register of Members, in conjunction with the Secretary’s membership roster.

4.15 The Managing Editor shall appoint Regional newsletter editors and keep apprised of Regional Editors organizational activities and issues related to rock art research in general.

4.16 The Regional editors shall be responsible for the timely publication of the ESRARA newsletter, and for maintaining a high scholarly standard in relation to the content of the newsletter. Should a Regional editor be unable to fulfill his/her duties, the Managing Editor will find a replacement, or produce the newsletter in the interim.

4.17 The Archivist shall maintain a catalogue of the library of ESRARA, including published and unpublished materials, photographs, and other visual materials, film, video, and digitized material, and acts as an information resource on behalf of ESRARA.

4.18 The members of any committee shall be appointed by the President of ESRARA, after consultation with the remainder of the Executive Committee. Committee size and terms of reference shall be determined in consultation with the Executive Committee.

4.19 Consultants may be appointed by the Executive Committee as deemed necessary. Their responsibilities, tenure, and activities shall be specified at the time of their appointment.

4.20 It shall be acceptable for one officer to hold more than one office at a time, having been duly elected and/or appointed. Elected officers are prohibited from holding more than one elected position at a time.

Article 5. Income and Property

The following shall apply to the income and property of ESRARA:

5.1 Income, however trivial, shall be applied solely toward the promotion of the objects and purposes of ESRARA, however derived, and no portion thereof shall be paid or transferred, directly or indirectly; by dividend, bonus, or otherwise, to any member of ESRARA.

5.2 ESRARA shall not appoint a person to any office to the holder of which there is payable any compensation by way of salary, fees, or allowances (other than payment of approved out-of-pocket expenses).

5.3 The Treasurer of ESRARA shall, on behalf of the association, receive all monies paid to it, and deposit them in a bank account.

5.4 Except with the authority of the Executive Committee, no payment shall be made from the funds of ESRARA otherwise than by drawn on the association’s bank account.

5.5 Once in each financial year the accounts of ESRARA shall be available for examination to all Full Members.

5.6 If upon dissolution of ESRARA there remains any property whatsoever, the same shall be transferred to some other institution (s) having objectives similar to ESRARA, to be agreed upon by the Executive Committee.

5.7 The financial year of ESRARA is the one-year period beginning with the first day of January in each year.

Article 6. General Meetings

The following shall apply to the general meetings of ESRARA:

6.1 General meetings shall be held at intervals of at least two years, as such date and venue as determined by the Executive Committee.

6.2 The date and venue of any general meeting shall be announced at least twelve (12) months prior to the planned date of the event.

6.3 The ordinary business of a general meeting shall be:

(a) to confirm the minutes of the last preceding general meeting; and

(b) to receive the reports of the Executive Committee Officers; and

(c) to elect the Officers of ESRARA; and

(d) to receive the reports of any appointed committees or consultants.

6.4 In addition to the general meeting, special meetings may be convened by an Officer at other regional meetings at which there is a quorum of Executive Committee members.

6.5 All business that is transacted at a general meeting of ESRARA and all business that is transacted at an occasional meeting shall be deemed to be special business.

6.6 No item of business shall be transacted at a general meeting of ESRARA unless a quorum of members is present at the time.

6.7 The quorum of a general meeting of ESRARA shall be Full Members in attendance at the meeting; and

6.8 The quorum for meetings of the Executive Committee shall be three (3).

Article 7. Elections

Elections shall be conducted in accordance with these rules: 7.1 Each Full Member or Committee Member has only one vote and all votes shall be given in person (except Elections as allowed in clause 8.7).

7.2 Nominations of candidates for election as officers of ESRARA shall be made in writing and indicate that the candidate’s consent has been obtained, and nominations shall be delivered to the Managing Editor.

7.3 If insufficient nominations are received to fill all vacancies, the candidates nominated shall be deemed to be elected, and further nominations shall be requested at the general meeting.

7.4 If the number of nominations equals the number of vacancies the candidates nominated shall be deemed to be elected.

7.5 If the number of nominations exceeds the number of vacancies, a ballot shall be held in such usual and proper manner as the Executive Committee may direct.

7.6 A question arising at a meeting of ESRARA shall be determined on a show of hands and unless before or on the declaration of the results of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has been carried or lost , and an entry to that effect in the minute book of ESRARA shall be evidence of the fact.

7.7 In the case of an equality of votes on a question the chairperson of the meeting is entitled to exercise a second or casting vote.

7.8 A motion put to a vote shall be carried if it has the support of more than half of the voting body.

Article 8. Committees

Committees of ESRARA shall be subject to these rules:

8.1 Meetings of the Executive Committee or any appointed committee may be convened by any three (3) committee members, after notice of at least two months has been given to all members of the committee.

8.2 No business shall be transacted unless a quorum of three (3) is present at any meeting of the Executive Committee.

8.3 Meetings of the Executive Committee shall be chaired by the President, or in his or her absence the Vice-President or Secretary.

8.4 Questions arising at meetings of the Executive Committee or any appointed committee shall be determined by a show of hands, but consultants who are not members of ESRARA shall not be entitled to vote.

8.5 Meetings of appointed committees shall be chaired by a member appointed by the President.

8.6 Committees for specific purposes, including, but not limited to the Education Committee, Preservation/Protection Committee, and Central Repository Committee, may be established by the President after consultation with the remainder of the Executive Committee.

8.7 Where specific questions being addressed at a meeting of any committee have been pre-circulated among committee members, voting by proxy is permissible where a member being present tables written instructions from the absent member. The absent member’s instructions for proxy voting shall stipulate whether the proxy authorization covers all questions at the meeting or is restricted to specific questions. In the latter case, the specific questions covered shall be clearly defined.

Article 9. Membership Ethics

Members of ESRARA shall observe a professional code of ethics in keeping with the Association’s Mission and Objectives.

Article 10. Publications

Publications of ESRARA shall be subject to these rules: 10.1 ESRARA shall publish the ESRARA Newsletter under the supervision of the Managing Editor. The Newsletter shall be received by all Full Members, Life Members, Institutional Members, Subscribing Members, and Subsidized/Reciprocal/Gratis Members.

10.2 The ESRARA Newsletter shall include but not be limited to research reports, meeting notices, and articles of general interest. It may not contain any previously published articles, or parts of articles, cartoons, etc. without the written permission from the agency originally publishing the piece in question. Permission must be obtained by the Managing Editor or Regional Editor prior to Newsletter publication.

10.3 From time to time, ESRARA shall publish, under the supervision of the Managing Editor, special publications of interest to the membership, in keeping with the mission and objectives of the Association.

10.4 When required, the Managing Editor, in consultation with the remainder of the Executive Committee, shall appoint special committees to address specific publication projects, or appoint editors for specific volumes.

Article 11. Amendments

Amendments to these by-laws shall be subject to the following rule(s):

11.1 These by-laws may be changed, altered, or amended in the following manner -the Executive Committee may, at its own discretion or upon petition by ten (10) members of the organization, initiate changes, alterations, or amendments to these by-laws, which changes, alterations, or amendments will become effective upon a majority vote of the membership present at an officially called general meeting, providing a legal quorum is constituted.