ARTICLES OF INCORPORATION
ARTICLE I – NAME
The name of this organization shall be the Caddo Conference Organization (hereafter, Organization).
ARTICLE II – PURPOSE
Section 1. The purpose of the Caddo Conference Organization shall be (1) to promote and to stimulate interest in the archeology, history, and ethnology of the Caddo archeological region (southwestern Arkansas, northwestern Louisiana, southeastern Oklahoma, and northeastern Texas) and adjacent areas; (2) to enhance communication among people (researchers, Caddo Nation of Oklahoma members, others) interested in furthering knowledge of the archeology, history, and ethnology of the Caddo Area; (3) to convey this knowledge to the public at large; (4) to publish and to encourage publication; and (5) to advocate for, and assist in, the preservation and conservation of archeological data and resources relating to Caddo Area studies or sacred to the Caddo people.
Section 2. The Organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 3. The Organization’s home office is at Stephen F. Austin State University, Box 13047 – SFA Station, Nacogdoches, Texas, 75962.
ARTICLE III – POWERS
Section 1. The Organization shall have the power to receive, administer, and disburse dues, assessments, donations, gifts in kind, and grants to further its ends; to acquire, hold absolutely or in trust for the purposes of the Organization, and to convey property, real and personal; to publish, if deemed necessary, newsletters, proceedings, monographs, reports, bulletins, the Caddo Archeology Journal, and books; to affiliate with other organizations in the pursuit of common aims, and to appoint delegates or representatives to such organizations; to establish branches, sections, or divisions, on a regional or functional basis; and to engage in such other activities as are in keeping with the objects of the Organization.
Section 2. No part of the net receipts of the Organization shall inure to the benefit of or be distributable to its members, officers, committee members or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Organization as set forth in these Articles of Incorporation and Bylaws.
Section 3. No substantial part of the activities of the Organization shall involve propagandizing or otherwise attempting to influence legislation except where such legislation involves cultural heritage issues that would negatively affect the purpose of the Organization, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation and Bylaws, the Organization shall not carry on any other activities which are proscribed for organizations exempt for federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code) or which are proscribed for organizations to which contributions are deductible under 170(c)(2) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Code).
ARTICLE IV – MEMBERSHIP
Section 1. Membership in the Organization shall be open to all interested persons and representatives of organizations, or businesses concerned with the purpose of the Organization as set forth in Article II of the Articles of Incorporation without regard to sex, race, religion, or nationality.
Section 2. Members shall be governed with respect to membership by the Bylaws of the Organization.
Section 3. The determination of classes of membership, dues assessments, and responsibilities and privileges of Organization membership shall be made through the Bylaws of the Organization.
ARTICLE V – PUBLICATIONS
Section 1. The Organization shall publish a journal and other such publications as provided by the Bylaws of the Organization.
ARTICLE VI – OFFICERS
Section 1. The officers of the Organization shall be a President, a President-elect, a Secretary-Treasurer, an Editor, a Caddo Nation of Oklahoma Representative, one representative each from Arkansas, Louisiana, Oklahoma, and Texas, and a Student representative. These officers will constitute the Organization Board of Officers.
Section 2. The officers shall be nominated, elected, replaced, installed to office, and excused, and exercise respective duties and responsibilities in accord with the Bylaws of the Organization.
Section 3. The Board of Officers may transact business for the Organization and shall have authority to exercise the normal business of the Organization in the intervals between the Organization’s meetings. Its actions shall be subject to general directives and limitations imposed by the membership as stipulated in the Bylaws.
Section 4. Each Officer shall serve a 2 year term, unless so stated in future amended bylaws of the Organization.
ARTICLE VII – LIABILITIES
Section 1. The officers, properly designated officials, and members of this Organization and their private property shall be exempt from liability for the Organization’s debts and obligations.
ARTICLE VIII – COMMITTEES
Section 1. Standing committees of the Organization shall include, but shall not be limited to, the Nominations Committee, the Website Committee, the Conference Arrangements Committee, and the Budget Committee.
Section 2. The President may create such other committees as are required by the Articles of Incorporation to conduct the necessary and routine business of the Organization, and as the President may deem necessary and advisable and shall appoint the separate committee members. The President may dissolve such committees.
Section 3. The Board of Officers shall also have the power to create and dissolve committees.
ARTICLE IX – MEETINGS
Section 1. The Organization shall hold at least one business meeting each calendar year.
Section 2. Special meetings of the Organization may be called as provided for by the Bylaws of the Organization.
Section 3. The annual meeting of the Board of Officers shall be held prior to the Annual Business Meeting of the Organization, and an organizational meeting of the newly constituted officers shall be held following the Business meeting at the Annual Caddo Conference held in the year when new Board of Officers take their positions on the Board.
Section 4. To insure a quorum is met at the annual meeting of the Board of Officers, board members other than the President, President-Elect, Secretary-Treasurer, and Editor may designate a proxy to attend the meeting and take actions in their place if they are unable to attend.
Section 5. Meetings of the Organization membership and of the Board of Officers shall be open meetings. ARTICLE
X – AMENDMENTS
Section 1. The Board of Officers or ten percent of the dues-paid voting membership of the Organization may propose that the Articles of Incorporation and Bylaws be amended, repealed, or altered in whole or in part. Provisions for amending the Articles of Incorporation and Bylaws shall be such as are described in the Bylaws.
Section 2. The Board of Officers may adopt additional standing rules and procedures in harmony herewith, but shall not alter the Articles of Incorporation or any Bylaws adopted by the members of the Organization.
ARTICLE XI – FINANCES
Section 1. The fiscal year of the Organization shall be set by the Board of Officers.
Section 2. Annual dues and disbursement of the income from annual dues and from investments and other revenue sources shall be determined and accounted for through rules and procedures adopted by the Board of Officers for fiscal and managerial accounting as set forth in the Bylaws. Such activities shall be structured as to preserve the tax exempt status of the Organization.
Section 3. Matters of financial obligations and accountability of the Organization and its officers shall be stipulated in the Bylaws.
ARTICLE XII – DISPOSAL OF THE ASSETS
Section 1. In the event of dissolution of the Organization, whether voluntary or involuntary, the assets shall be distributed and disposed of as set forth in the Bylaws and Internal Revenue Code as may then be in effect.
ARTICLE I – MEMBERSHIP
Section 1. Membership is open to any person or representative of a corporation or business in sympathy with the objectives of the Organization, as set forth in Article II of the Articles of Incorporation without regard to sex, race, religion, or nationality.
Section 2. Membership in the Organization shall include the following categories: Regular Member, Student Member, Family Membership, and Archeological Corporate/Business Membership.
Section 3. Annual dues of Regular Members, Student Members, Family Members, and Corporate/Business memberships shall be fixed by the Board of Officers.
Section 4. Each Regular Member, Student Member, Family Member, and single representatives of a Corporate/Business shall have one vote in the transactions of the business of the Organization and shall be eligible for any elective or appointive office in the Organization, subject only to restrictions defined elsewhere in the Articles of Incorporation and Bylaws. Each Regular Member, Student Member, Family Member, and Representative Corporate/Business Member, shall receive all the Organization’s regular publications for the year covered by the Member’s dues. Individuals comprising a Member Family or Corporate/Business shall not receive more than one copy of the publications of any one year except on payment therefore of the cost of an additional regular membership.
Section 5. Any library, museum, university, school, or other institution or agency may subscribe to the publications of the Organization without privilege of membership. The annual cost of subscriptions shall be fixed by the Board of Officers.
Section 6. Membership shall be terminated by voluntary resignation in writing or by non-payment of annual dues, or as noted in Section 7.
Section 7. The Board of Officers may, by three-quarters vote, deny membership to or remove from the membership rolls any member whose: (a) acts are contrary to the purposes of the Organization as set forth in Article II of the Articles of Incorporation; (b) misuses archaeological materials or sites for commercial purposes; (c) fails to behave in a responsible manner with respect to the archaeological record; or (d) who otherwise makes improper use of membership in the Organization. The action of the Board of Officers may be subject to an appeal to the Organization at its Annual Meeting.
ARTICLE II – NOMINATIONS, VOTING AND ELECTIONS
Section 1. Before January 1 of the year when Board Officer terms are slated to end, the President shall appoint three members to form a Nominations Committee.
Section 2. The duties of this Committee shall include securing nominations for candidates for the elected positions of the Organization. Members of the Nominations Committee may not serve concurrently as Officers of the Organization.
Section 3. The names of the members of the Nominations Committee and their addresses for any given fiscal year shall appear prominently on the Organizationâ€TMs website. There shall also be a listing of the offices to be vacated for which nominations will be made for an ensuing year with a notice that members may suggest the names of candidates for such offices to the Nominations Committee before February 1. For the offices of Secretary-Treasurer-elect, and Editor-elect the Committee shall nominate, in appropriate years, a member candidate. For the other offices the Committee shall nominate two member candidates. All prospective nominees must indicate in writing or e-mail to the Committee their willingness to serve as an officer of the Organization. The list of nominees shall be mailed or e-mailed to the individual members of the Organization in accord with the provisions of Article II Section 4 of the Bylaws.
Section 4. Each active member shall be entitled to vote for one candidate for each office. Voting shall either be by mail or electronic ballot. No identification of the voter shall appear on the ballot. The Secretary-Treasurer shall make arrangements for getting the ballots to the members at least 30 days before the Annual Meeting. To be counted as votes ballots must be in the hands of the Secretary-Treasurer on or before a date specified but no less than 10 days before the Annual Meeting. The results of the elections shall be announced by the Secretary-Treasurer at the Annual Meeting. The candidate for an office who receives the highest number of votes shall be declared elected to that office. In the event of a tie, the Committee shall hold a run-off election at the Annual Meeting.
ARTICLE III – ORGANIZATION
Section 1. The elected officers of the Conference shall consist of a President, a President-elect, a Secretary-Treasurer, and an Editor, and in such years as the offices are filled, a Secretary-Treasurer-elect, and an Editor-elect. The elected officers will appoint the Caddo Nation of Oklahoma, Arkansas, Louisiana, Oklahoma, Texas, and Student representative officer positions.
Section 2. The President-elect shall be elected for a two year term, at the conclusion of which the President-elect will succeed to the Presidency to serve a two year term. The Secretary-Treasurer-elect and the Editor-elect shall be elected in that order in succeeding years for a one year term at the conclusion of which they shall succeed to the offices of Secretary-Treasurer and Editor, respectively, to then serve a two year term. The other Board of Officers shall serve a term of two years.
Section 4. Other than the President and President-elect positions, the other officers of the Organization shall be eligible for re- election to the same office at the time of the Annual Meeting at which the term of that office shall have expired.
Section 5. Subject to general directives and limitations imposed by the membership at the Annual Meeting, or a Special Meeting, or by mail ballot, the Board of Officers shall have authority to execute on behalf of the Organization all powers and functions of the Organization, as defined in the Articles of Incorporation and these Bylaws.
Section 6. In the event of the absence, death, resignation, or incapacity of the President, Secretary-Treasurer, or Editor, the duties of the office shall be assumed by the appropriate officer-elect if such position of officer-elect is filled at the time. In the event of a vacancy in any office, where no other officer is empowered to assume the duties of the office, the Board of Officers shall have the power to make an interim appointment to the office. The office shall then be filled during the next regular election in the manner described in Article II, Section 3 of the Bylaws.
ARTICLE IV – DUTIES OF THE OFFICERS
Section 1. President – The President shall be the Chief Officer of the Organization and as such shall preside at the meetings of the Board of Officers and the Annual Business Meeting of the membership. The President may appoint representatives of the Organization to other societies, agencies, or councils. The President shall appoint all necessary committees and their chairpersons and define their duties with the advice and consent of the Board of Officers and the committees. The President, with the Secretary- Treasurer, shall sign all written contracts authorized by the Board of Officers. The actions of the President in exercising the duties of the office shall be subject to review and approval of the Board of Officers.
Section 2. President-elect – The President-elect shall serve as the Vice President of the Board and succeed to the presidency. In the absence of the President or incapacity of the President, the President-elect shall assist and/or perform the duties of the President. In the event of absences or incapacities of the President and President-elect, the Secretary-Treasurer shall serve and perform the duties of the President, until such time as the Organization has an immediate past President to serve and perform those duties.
Section 3. Secretary-Treasurer.
A. The Secretary-Treasurer, subject to the directions of the Board of Officers, shall be responsible for the maintenance of the central office of the Organization and shall have general charge of administrative matters under the direction of the President. The Secretary-Treasurer shall act as Secretary of the Board of Officers, and shall compile the minutes of Annual meeting of the Organization, which will include any individual or committee reports presented therein. The Secretary-Treasurer shall maintain complete records of the Organization and attend to the ordinary correspondence of the Organization. The Secretary-Treasurer shall render an annual report to the Board of Officers, which upon approval, shall be presented to the Annual Business Meeting. The Secretary-Treasurer, subject to authorization and budgetary provisions for the Board of Officers, may employ clerical assistance, and purchase supplies necessary to the office.
B. The Secretary-Treasurer shall also be responsible for the administration of the finances of the Organization under regulations approved by the Board of Officers. The Secretary-Treasurer shall be the Organization’s fiscal agent in dealing with persons or other organizations. The Secretary-Treasurer shall be responsible for the maintenance of adequate books and records which shall be open to inspection by the Board of Officers. The Secretary-Treasurer shall maintain a list of dues paid members in good standing. The Secretary-Treasurer, and other individuals or institutions as shall be designated by the Board of Officers, shall have custody of all money and securities of the Organization, keep regular books of accounts, and arrange for the services of a Certified Public Accountant for an annual review of the Organization’s books. The Secretary-Treasurer, with the help of the Budget Committee, shall prepare and submit a budget for the ensuing year to the Board of Officers for approval. Upon approval, the budget shall be presented to the Annual Business Meeting and included in the minutes. The Secretary-Treasurer shall bill all members on an annual basis for the Organization dues.
Section 4. Editor – The Editor shall have full charge of all publications of the Organization under the direction of the Board of Officers. The Editor may make negotiations for publishing contracts in the name of the Organization and make minor adjustments in basic contracts relating to publications. The Editor may initiate agreements with individuals and institutions for financing publications. All such agreements must be approved by the Secretary-Treasurer and the President.
All bills relating to publishing projects shall be certified to the Secretary-Treasurer by the Editor. The Editor shall render an annual report and budget for each new Caddo Archeology Journal to the Board of Officers which, upon approval, shall be presented to the Annual Business Meeting. The Editor may, subject to review by the Board of Officers, appoint an Editorial Board. The Editorial Board shall serve concurrently with, and under the direction of, the Editor, and shall be responsible to him. The Editor may, subject to authorization and budgetary provisions by the Board of Officers, employ clerical and editorial assistance.
ARTICLE V – MEETINGS
Section 1. The Organization shall hold an Annual Caddo Conference at a time and place to be designated by the Board of Officers and its designated Conference Arrangements Committee. Meetings shall rotate year to year by state, beginning with Arkansas in 2014. The attending members at the Caddo Conference shall constitute a quorum. At this meeting the business of the Organization not requiring mail ballots shall be transacted, archaeological papers and other matters of scientific interest presented, and symposia and discussions may be held.
Section 2. Due notice of the place and date of the next Annual Caddo Conference shall be posted on the Organizationâ€TMs website. Insofar as practicable, announcements accompanied by a preliminary program shall be posted on the Organizationâ€TMs website at least thirty days in advance of the Conference.
Section 3. Special Meetings shall be called by the President at any time at the direction of the Board of Officers. Any matter of business not requiring a mail ballot may be decided at a Special Meeting provided notice of such business is specified in the call. Notices of Special Meetings shall be mailed by the Secretary-Treasurer to members at least 10 days in advance.
Section 4. An Annual Meeting of the Board of Officers shall be held before the Annual Business Meeting of the Caddo Conference. Special Meetings may be held at the call of the President. The President shall call a special meeting of the Board of Officers at any time upon the written demand of at least three members thereof.
Section 5. All matters of business of the Organization may be decided by means of a referendum vote by mail or e-mail ballot under conditions specified in the Bylaws.
ARTICLE VI – REFERENDUM
Section 1. A referendum vote shall be held by mail ballot at any time upon the initiation of the Board of Officers or a signed petition to the Board of Officers by 10 percent of the individual membership as listed in the current year’s membership list. The mailing of ballots shall be arranged by the Secretary-Treasurer. In order that they may be counted as votes, ballots must be placed in the mail by members and addressed to the Secretary-Treasurer not more than 30 days after the date when they are mailed to the members. A majority of votes received shall constitute the deciding vote. The Secretary-Treasurer shall certify the vote to the Board of Officers.
ARTICLE VII – FINANCES
Section 1. The fiscal year of the Organization shall be set by the Board of Officers.
Section 2. Annual dues shall be payable on a date set by the Board of Officers. Members 90 days in arrears shall not be entitled to receive the Organization’s publications or to vote, and those one year in arrears may, after final notification, be dropped from the rolls.
Section 3. No financial obligation in excess of funds available in the treasury shall be assumed by the Board of Officers or by any officer on behalf of the Organization except when approved by a two-thirds vote of the membership of the Organization present at a regular Annual Meeting; provided that for the purposes of this section, estimated receipts from annual dues and other accounts receivable for the current year may be considered as available funds.
ARTICLE VIII – AMENDMENTS
Section 1. The Articles of Incorporation may be amended by mail ballot provided that a proposed amendment is approved by two- thirds of the votes cast. Prior to a vote by the membership, all proposed amendments to the Articles of Incorporation shall be examined by legal counsel to insure that said amendment shall not endanger the tax exempt status of the Organization.
Section 2. The amendment and provisions of the Articles of Incorporation shall be effective immediately upon their adoption.
Section 3. These Bylaws may be amended by mail ballot provided that a proposed amendment is approved by a majority of the votes cast.
Section 4. Amendment of the Bylaws may be proposed by the Board of Officers, or by petition of the membership at large by 20 percent of the dues paid members on record with the Secretary-Treasurer at the time of application to the President. The proposed amendment shall be mailed and e-mailed to the members of the Organization by the Secretary-Treasurer at least 30 days before the Annual Business Meeting. In the case of a mail ballot, to be counted as votes, ballots must be returned to the Secretary-Treasurer within 30 days of the date of mailing.
Section 5. The amendment and provisions of the Bylaws shall be effective immediately upon their adoption and shall supersede and nullify all previous Bylaws enactments in conflict with them and all amendments and provisions not mentioned herein.
ARTICLE IX – DISPOSAL OF ASSETS
Section 1. Upon the dissolution of the Caddo Conference Organization, whether voluntary or involuntary, after paying all of the liabilities of the Organization, the Organization through its Board of Officers shall dispose of all of its assets exclusively for the scientific and educational purposes set forth in the Articles of Incorporation and these Bylaws by donating them to one or more institutions or organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future Internal Revenue Code as may then be in effect.
Approved, February 10, 2014 CCO Board of Officers