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Bylaws

Grant County Archaeological Society Bylaws
Amended September 19, 2025

ARTICLE I

Name and Purposes

  1. Name, Legal Status, and Purposes

The Grant County Archaeological Society (GCAS) is a New Mexico nonprofit corporation/public charity recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code. The GCAS shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

2. Powers

The GCAS shall have the power, directly or indirectly, alone or with others, to lawfully act as may be necessary or convenient to effect the educational and charitable purposes for which the GCAS is organized, and to assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the GCAS include but are not limited to the acceptance of financial and/or in-kind contributions from the public and private sectors.

3. Limitations

Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, member, or representative of the GCAS shall take any action or carry on any activity by or on behalf of the GCAS not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization to which contributions are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.  No part of the net earnings of the GCAS shall inure to the benefit or be distributable to any Director, Officer, member, or other private person, except that the GCAS may pay reasonable compensation for third-party services rendered and to make payments and distributions in furtherance of the purposes set forth elsewhere in the Articles of Incorporation and these Bylaws.

4. Definitions

Unless otherwise specified herein, a “majority” means a simple 50%-plus-one majority.

ARTICLE II

Membership

  1. Membership Classes

There shall be one class of membership determined by the annual payment of dues at such times and under such conditions as prescribed by a majority of the Board of Directors.

2. Life Members

Life members shall be long-time members of the GCAS, elected by a majority of the Board of Directors in consideration of extraordinary service to the GCAS. Life members shall not be required to pay dues.

3. Affiliates

Affiliates have no voting rights and are not members of the GCAS. A majority of the Board of Directors may approve affiliates and establish their privileges and obligations. Affiliates may be individuals, businesses, and other organizations that support the mission of the GCAS.  The Board of Directors may provide affiliates endorsement, recognition, and/or publicity at fundraising activities, at other events, or upon the GCAS website. At no time shall any Director, Officer, or member of the GCAS share or sell affiliate information to other individuals, groups, or organizations without the affiliate’s consent and the approval of a majority of the GCAS Board.

ARTICLE III

Organization

  1. Board of Directors
  1. Composition

The GCAS shall have a Board of Directors consisting of at least 3 and no more than 9 Directors who shall manage the business and affairs of the GCAS.  Within these limits a majority of the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of Directors.

b. Powers and Duties

All GCAS powers shall be exercised by or under the authority of the Board and the affairs of the GCAS shall be managed under the direction of the Board except as otherwise provided herein.

The duties of the Directors shall be as specified in Section 53-8-25.1 through 53-8-26 of the New Mexico Statutes Annotated 1978. Each Director shall perform in a manner that is in, or is not opposed to, the best interests of the GCAS, and performed with such care as an ordinarily prudent person would use under similar circumstances in a like position.

c. Committees

A majority of the Board of Directors then in office may form committees of two or more Directors as specified in Section 53-8-21 of New Mexico Statutes Annotated 1978. The Board may add additional committee members from the general membership. The committees shall report to the Board as required by the GCAS President, and may be charged with specific responsibilities needing a further majority Board approval. The Board may dissolve a committee when its purpose has been completed or at any other time the Board deems it is in the best interests of the GCAS.

No committee, regardless of Board resolution, may assume Board duties including but not limited to: filling Director vacancies; amending, repealing, or initiating new Bylaws; amending or repealing any Board resolution; or approving financial transactions.

d. Terms of Office

Directors shall serve a three-year term, considered to begin January 1 of the first year and end December 31 of the third year. The term may be extended until a successor is elected. Directors may serve terms in succession. Directors’ terms shall be staggered so that approximately one-third the number of Directors will end their terms in any given year.

e. Vacancies

A majority vote of the Board of Directors may fill vacancies due to the expiration of a Director’s term of office, resignation, death, or removal of a Director; or may appoint new Directors to fill a previously unfilled Board position, subject to the maximum number of Directors under these Bylaws.

  1. Unexpired Term: In the event of an unexpired term, a majority vote of the Board shall fill the vacancy for the balance of the term of the Director(s) being replaced. A Director selected to fill such a vacancy shall be temporarily appointed or elected for the unexpired term of their predecessor in office.
  2. Increase in Number: Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in Board members may be filled by the affirmative vote of a majority of the remaining Board of Directors, though less than a quorum exists.
  3. Removal of Directors: A Director may be removed, with or without cause, by a two-thirds vote of the Board of Directors then in office. Included as such cause shall be the unexcused absence in person or by remote technology for three consecutive meetings.
  4. Confirmation of Directors: The confirmation of Directors the Board has selected to fill vacancies shall take place at the annual meeting with an affirmative vote of a majority of members who are current with payment of dues and who have been members for at least ninety (90) days prior to such confirmation vote.

f. Board of Directors Meetings

  1. Board meetings shall be called by the President at whichever frequency GCAS business dictates. Board meetings shall be announced to the Board and the general membership with at least ten calendar days’ notice via newsletter, email, or other reasonable method under the circumstances. One Board meeting per year shall be regarded as the Board’s annual meeting. It is a guideline but not mandatory that the Board meet at least four times per year; for example, immediately prior to a regular general membership meeting. Board meetings shall be open to the regular membership on a non-voting basis but their input may be encouraged.

ii. Special meetings of the Board may be called with at least ten calendar days’ notice by the President, Vice President, Secretary, or Treasurer; or any two other Directors of the Board of Directors; or upon at least ten calendar days’ written or email notice by a minimum of five GCAS members.

iii. Communication: Directors and members may participate in a regular Board meeting or special meeting via any means that enables all participating Directors and members to communicate with one another during the meeting. The intent of this provision is to allow alternatives to in person Board meetings to approve Board actions, such as internet video, telephonic conference call, and/or email, so long as a quorum of Board Directors is present.

iv. Quorum: A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.

v. Act of Board: Unless otherwise specifically required, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

g. Compensation

All Director, Officer, and committee positions are non-compensated, staffed by volunteers. However, with Board approval the Treasurer may reimburse the reasonable expenses that Directors, Officers, or committee members may incur in the performance of their duties.

2. Officers

  1. Positions

The Officers of the GCAS shall be a President, Vice President, Secretary, and Treasurer, all of whom shall be elected by and serve at the direction of the Board of Directors. A majority of the Board may title and appoint additional officers as it deems necessary.  One person may hold two or more Officer positions but no Officer may act in more than one capacity where action of two or more Officers is required.

b. Powers and Duties

Each Officer shall perform in a manner that is in, or is not opposed to, the best interests of the GCAS, and act with such care as an ordinarily prudent person would use under similar circumstances.

  1. President: The President shall be the chair of the Board of Directors and the chief volunteer officer of the GCAS subject to the control of the Board of Directors. The President shall in general supervise and control all the business and affairs of the GCAS and perform such other duties as the Board of Directors may prescribe.
  2. Vice President: In the temporary absence of the President, the Vice President shall act with all the powers and limitations of the President.
  3. Secretary: The Secretary shall keep the minutes of the proceedings of all meetings of the general membership, the Board of Directors, and any committee that may exist. The Secretary shall ensure that the minutes of any such meeting are duly published to the general membership and kept in one or more books provided for such purposes. The Secretary shall sign and attest, with the President or Vice President, any such documents or filings required by the New Mexico Non-Profit Corporation Act and may perform other duties as the Board directs.
  4. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the GCAS and keep the Board of Directors timely informed of the GCAS’s financial condition. The Treasurer shall record all deposits and withdrawals in the name of the GCAS in such banks or other financial institutions as a majority of the Board of Directors may select. The Treasurer shall prepare all federal and state tax and corporate filings. The Treasurer shall have general charge of the GCAS’s membership records. If the Treasurer cannot perform for any reason, the President or Vice President shall act as Treasurer pro-tem.

c. Terms of Office

Upon election by a majority of the Board of Directors, each Officer shall serve a one-year term of office and may not serve more than three consecutive terms of office. The Officer may serve again after stepping down for at least one year.

d. Vacancies and Removals

A majority of the Board of Directors may fill vacancies due to the expiration of an Officer’s term of office, resignation, or death; may remove an Officer with or without cause if the Board deems it in the best interests of the GCAS; and may appoint new Officers to fill a new or previously unfilled position.

e. Compensation

All Director, Officer, and committee positions are non-compensated, staffed by volunteers. However, with Board approval the Treasurer may reimburse the reasonable expenses that Directors, Officers, or committee members may incur in the performance of their duties.

3. General Membership Meetings

  1. Regular Program Meetings

Regular program meetings shall be held at times and places determined by the Board and announced to the general membership at least ten calendar days prior to each meeting via website, newsletter, email, or other reasonable means of communication. A guideline of at least eight regular program meetings per year is suggested but not mandatory.

b. Meeting Alternatives

If it is proposed not to hold a regular program meeting or to substitute another meeting, joint meeting with another organization, or alternative event, the matter shall be announced to the general membership at least ten calendar days prior via website, newsletter, email, or other means of communication.

c. Annual Meeting

The annual meeting of the general membership shall take place in November at a time and place that the Board determines.

ARTICLE IV

Conflict of Interest

Whenever a Director or Officer has a financial or personal interest in any matter involving the GCAS, the affected person shall a) fully and timely disclose the nature of the interest to the Board of Directors, and b) withdraw from discussion, lobbying, and voting on the matter. The Board shall approve or reject any transaction or vote involving a potential conflict of interest only when a majority of disinterested Directors determine that it is in the best interest of the GCAS to do so. The minutes of meetings at which such votes are taken shall record in detail such disclosure, abstention, review of options, and rationale for approval or rejection.

For purposes of this provision, the term “interest” shall include personal interest, interest as Director, Officer, member, stockholder, shareholder, partner, manager, trustee, or beneficiary of any individual or entity other than the GCAS, and/or having an immediate family member who holds such an interest in any individual or entity other than the GCAS.

ARTICLE V

Amendment of Bylaws

Section 1. A majority vote of the Board of Directors then in office at any regular or special Board meeting may add to or alter, amend, or repeal any provision of the Bylaws provided that all changes are consistent with the Articles of Incorporation, and further provided that:

No amendment to the Articles of Incorporation or the Bylaws would cause the corporation to cease to qualify as an exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future Federal tax code; and 

No amendment to the Articles of Incorporation or the Bylaws affects the voting rights of Directors. An amendment that affects the Directors’ voting rights requires ratification by a two-thirds vote of a quorum of Directors at a regular or special Board meeting.

Section 2. Upon at least fourteen calendar days’ notice, a vote of 2/3 of the general membership whose dues are paid and current and who cast a vote, shall approve the Board’s addition to or alteration, amendment, or repeal of any provision(s) of the Bylaws.

ARTICLE VI

Amendment of Articles of Incorporation

The Board of Directors may approve any amendment to the Articles of Incorporation by a two-thirds vote of the Board of Directors then in office.

  1. The board of directors shall set forth the proposed amendment and submit it to a vote of the general membership, either at an annual or a special meeting. Written notice setting forth the proposed amendment, or a summary of its changes, shall be given to each member entitled to vote at least ten calendar days prior to the meeting via website, newsletter, email, or other means of communication.
  2. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes of the general membership whose dues are paid and current and who cast a vote either in person, telephonically, or electronically. Alternatively, if there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a simple majority of the directors in office.

3. Any number of amendments may be submitted and voted upon at any one meeting.

ARTICLE VII

Dissolution

In the event the GCAS is dissolved and ceases to exist for its stated objectives and purposes, the Secretary shall file a certificate of dissolution under the laws of the State of New Mexico and pursuant to the resolution of a majority of the Board of Directors then in office. The GCAS’s property and assets, after paying or providing for payment of all GCAS liabilities, shall be distributed upon dissolution in accordance with a majority vote of the GCAS Board of Directors then in office, and subsequently ratified by a 2/3 majority of those of the general membership whose dues are paid and current and who cast a vote,to one or more organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code that have a purpose most nearly consistent with the GCAS’s mission and purpose.

If a majority vote of the Board cannot be reached or if there is no known qualifying organization that has a charitable purpose at least generally similar to the GCAS, then the GCAS assets lawfully available for distribution shall be submitted to the Treasurer of the State of New Mexico to be added to the general fund.

Certificate of Adoption of Bylaws

I certify that the above stated Bylaws of the Grant County Archaeological Society were approved by the Grant County Archaeological Society Board of Directors on September 17, 2025, and constitute a complete copy of the Bylaws of the corporation.

/s/ Marianne Smith, President

/s/ Marilyn Gendron, Vice President