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�¼������ϲʿ��� BYLAWS

Note: these bylaws were approved by the �¼������ϲʿ��� Board of Trustees on May 5, 2024. Earlier versions of the bylaws are found below at the bottom of this page.

ARTICLE I:�� PURPOSE AND ORGANIZATION

Section 1.1. Founding and mission. Founded in 1900 by the Archaeological Institute of America, the Society of Biblical Literature, the American Oriental Society, and several prominent academic institutions, the American Society of Overseas Research (�¼������ϲʿ���) is an international organization whose mission is to initiate, encourage, and support research into, and public understanding of, the history and cultures of the Near East and wider Mediterranean, from the earliest times.

Section 1.2. Organization and location. �¼������ϲʿ��� shall be constituted as a corporation pursuant to the District of Columbia Nonprofit Corporation Act of 2010 (Sections 29-401.01 through 29-414.04 of the Code of the District of Columbia). �¼������ϲʿ���’s principal office shall be in the continental United States at a location determined by the Board of Trustees. �¼������ϲʿ��� may maintain one or more satellite offices, either within or without the United States, as the Board of Trustees may determine.

Section 1.3. Registered agents. �¼������ϲʿ��� shall maintain a registered agent in the state in which �¼������ϲʿ���’s principal office is located. The registered agent may be the Executive Director, or a commercial registered agent as determined by the Executive Committee from time to time.

ARTICLE II: MEMBERS AND MEETINGS

Section 2.1. Composition of Members and Affiliates. �¼������ϲʿ��� has the following categories of membership and affiliation: Individual Members, Honorary Members, Institutional Members, and Affiliated Overseas Research Center Representatives.

Section 2.2. Individual Members. Individual Members are rank-and-file Members who pay dues or make contributions as established by the Board of Trustees from time to time and posted on the �¼������ϲʿ��� website. Individual Members are eligible to vote in member-wide elections and receive privileges as designated from time to time by the Board of Trustees.

Section 2.3. Honorary Members. A person may be designated by the Board of Trustees as an Honorary Member of �¼������ϲʿ��� in recognition of distinguished attainments and service to �¼������ϲʿ���. Honorary Members are eligible to vote in member-wide elections and receive privileges as designated from time to time by the Board of Trustees.

Section 2.4. Institutional Members. Institutional Members include any university, college, seminary, museum, or other institution that pays dues as established by the Board of Trustees. Each Institutional Member shall appoint an individual as its Institutional Member Representative. Institutional Member Representatives are eligible to vote in institutional elections and receive privileges as designated from time to time by the Board of Trustees.

Section 2.5. Affiliated Overseas Research Center Representatives. The Affiliated Overseas Research Centers include the (i) W. F. Albright Institute of Archaeological Research, Inc. (AIAR), in Jerusalem and (ii) Cyprus American Archaeological Research Institute, Inc. (CAARI), in Nicosia, Cyprus. Each Affiliated Overseas Research Center shall appoint two (2) individuals as Overseas Research Center Representatives. Overseas Research Center Representatives receive privileges as designated from time to time by the Board of Trustees.

Section 2.6 Annual Meeting. �¼������ϲʿ��� shall convene an Annual Meeting for the delivery of papers and other scholarly research and information and conducting the business of the organization.

Section 2.7. Annual Members’ Meeting. �¼������ϲʿ��� Members shall meet annually as part of the �¼������ϲʿ��� Annual Meeting. During the Annual Members’ Meeting, the Members shall, inter alia, be presented with various �¼������ϲʿ��� Committee reports and other information regarding the state of the organization (including the opportunity to ask questions). Various honors and awards may be presented. The President shall propose the agenda. The proposed agenda shall be presented to the Members prior to the start of the Annual Members’ Meeting for adoption or emendation. The President shall Chair the Annual Members’ Meeting.

Section 2.8. Special Members’ Meeting. A Special Members’ Meeting may be called at any time by (i) the Chair of the Board of Trustees and the President, (ii) a majority of the Board of Trustees, or (iii) twenty-five percent (25%) of Individual and Honorary Members provided such Members sign, date, and deliver to the President one or more demands in the form of an agenda for the Special Members’ Meeting describing the purpose(s) for which it should be held. The persons calling a Special Members’ Meeting shall determine the date, time, and location of the meeting within the continental United States. Special Members’ Meetings require ten (10) days advance written notice to be posted on the �¼������ϲʿ��� website and disseminated to �¼������ϲʿ��� Members via electronic mail by the �¼������ϲʿ��� Secretary (or any other �¼������ϲʿ��� Officer should the Secretary be unwilling or unable to do so). The President shall establish the Special Members’ Meeting agenda, which must be included in the Special Members’ Meeting Notice and which must, if the meeting has been called by 25% of the Individual Members and Honorary Members, include the agenda items demanded by these members. Only the items on the agenda may be discussed at the Special Members’ Meeting. The President shall chair any Special Members’ Meeting.

Section 2.9. Quorum; majority vote required. At all Annual Members’ Meetings and Special Members’ Meetings, a quorum consisting of at least twenty percent (20%) of the Institutional Member Representatives and Overseas Research Center Representatives (Article II, Section 2.4-5) and five percent (5%) of Individual Members and Honorary Members (Article II, Sections 2.2-2.3) must be present to transact any business. At all such meetings, each Member or Representative shall have one (1) vote. A majority vote of the Members and Representatives present shall be necessary for the adoption of any matter voted upon. Voting by proxy shall not be allowed at Annual Members’ Meetings or Special Members’ Meetings.

ARTICLE III:�� BOARD OF TRUSTEES

Section 3.1. Governing Board of Trustees. The affairs of �¼������ϲʿ��� shall be managed by a governing Board of Trustees, which has, and may exercise, all of the powers of the organization, including, in the event of an emergency, the emergency powers set forth in Section 29-403.03 of the District of Columbia Nonprofit Corporation Act of 2010. The term “Board” means the Board of Trustees. The term “Executive Committee” means the Executive Committee of the Board of Trustees. The term “Board Chair” means the Chair of the Board of Trustees. The terms “Trustee” or “Trustees” mean a voting member or members of the Board of Trustees. Trustees must be individuals. The �¼������ϲʿ��� Trustees and the dates upon which their terms expire shall be set forth on the �¼������ϲʿ��� website. Notwithstanding any provision to the contrary, the term “Board Meetings” includes Regular Board Meetings and Special Board Meetings.

Section 3.2. Composition of the Board. The Board of Trustees is composed of (i) six (6) Institutionally-elected Trustees with staggered terms elected by Institutional Member Representatives (Article II, Section 2.4); (ii) six (6) Membership-elected Trustees with staggered terms elected by Individual Members and Honorary Members (Article II, Sections 2.2-3); (iii) up to twelve (12) Board-elected Trustees with staggered terms elected by the Board of Trustees; (iv) one (1) Trustee designated by each of the Affiliated Overseas Research Centers (AIAR, ACOR, and CAARI) (for a total of three [3] such Trustees); and (v) all Life Trustees. The Board of Trustees also includes the Board Chair, President, Past President, Vice President, Secretary, and Treasurer, all of whom shall serve as ex-officio voting Trustees during their terms of office. The Executive Director shall serve as an ex-officio non-voting Trustee. Honorary Trustees are non-voting Trustees. All Trustees must be �¼������ϲʿ��� Members (except for Honorary Trustees).

Section 3.3. Election of Institutionally-elected Trustees and Membership-elected Trustees. By electronic ballot each year prior to the �¼������ϲʿ��� Annual Meeting, Institutional Representatives shall vote to elect two (2) Institutionally-elected Trustees to serve for three-year terms on the Board of Trustees (a total of six [6] seats). By electronic ballot each year prior to the �¼������ϲʿ��� Annual Meeting, Individual and Honorary Members shall vote to elect two (2) Membership-elected Trustees to serve for three-year terms on the Board of Trustees (a total of six [6] seats). The two slates of Trustee candidates shall be presented to the respective �¼������ϲʿ��� electorates by the Trustee Nominations Committee at least one (1) month in advance of the Annual Members’ Meeting by posting such candidate slates on the �¼������ϲʿ��� website and disseminating such candidate slates to �¼������ϲʿ��� Individual and Honorary Members and Institutional Member Representatives via electronic mail. Separate ballots shall be used for the Institutionally-elected Trustee election and the Membership-elected Trustee election.

Section 3.4. Life Trustees. In recognition of a former Trustee’s distinguished service to �¼������ϲʿ���, the Board of Trustees may elect such Trustee a Life Trustee. There is no minimum or maximum number of allowable Life Trustees. Life Trustees are Voting Trustees.

Section 3.5. Honorary Trustees. In recognition of a former Trustee’s distinguished service to �¼������ϲʿ���, the Board of Trustees may elect such former Trustee an Honorary Trustee. There is no minimum or maximum number of allowable Honorary Trustees. Honorary Trustees are non-voting Trustees and not included in the number of Trustees required for a quorum.

Section 3.6. Executive Committee of the Board. The Executive Committee is composed of the Board Chair, Vice Chair(s) of the Board (if any), President, Past President, Vice President, Treasurer, Secretary, Chair of the Development Committee, and two (2) or three (3) other Trustees appointed by the Board Chair in consultation with the President. The Executive Director shall serve as an ex-officio non-voting member of the Executive Committee. The Board Chair shall chair the Executive Committee. Subject to the approval of the Board of Trustees, the Executive Committee has, and may exercise, the authority of the Board of Trustees to manage the business and affairs of �¼������ϲʿ��� between the regular Board meetings. The Executive Committee, however, does not have the authority to (i) amend, alter, restate, or repeal the Articles of Incorporation, (ii) amend, alter, restate, or repeal the Bylaws, (iii) elect, appoint, or remove any Trustee, Officer, or member of the Executive Committee, (iv) adopt a plan of merger or plan of consolidation with another entity, (v) authorize the sale, lease, exchange, or mortgage of all, or substantially all, of the property and assets of �¼������ϲʿ���, (vi) authorize the voluntary dissolution of �¼������ϲʿ��� or revoke proceedings therefore, (vii) adopt a plan for the distribution of any of �¼������ϲʿ���’s assets, or (viii) amend, alter, restate, or repeal any resolution of the Board of Trustees. The appointment of, and delegation of authority to, the Executive Committee shall not relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed by these Bylaws or by law upon it, him, or her. Notwithstanding any other provision of these Bylaws, the Executive Committee may extend the term of office of any �¼������ϲʿ��� officer as the Executive Committee deems necessary or appropriate in the best interest of �¼������ϲʿ���.

Section 3.7. Management Committee. In exceptional circumstances, such as, without limitation, a vacancy in the Executive Directorship, the Executive Committee may appoint a Management Committee, which shall normally consist of the Board Chair, President, and three (3) additional members selected at large from the other members of the Executive Committee. The Management Committee shall determine its own chair. Like the Executive Committee, the Management Committee shall not have the authority to (i) amend, alter, restate, or repeal the Articles of Incorporation, (ii) amend, alter, restate, or repeal the Bylaws, (iii) elect, appoint, or remove any Trustee, Officer, or member of the Executive Committee, (iv) adopt a plan of merger or plan of consolidation with another entity, (v) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of �¼������ϲʿ���, (vi) authorize the voluntary dissolution of �¼������ϲʿ��� or revoke proceedings therefore, (vii) adopt a plan for the distribution of any of �¼������ϲʿ���’s assets, or (viii) amend, alter, restate, or repeal any resolution of the Board of Trustees. The appointment of, and delegation of authority to, the Management Committee shall not relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed by these Bylaws or by law upon it, him, or her.

Section 3.8.��Regular��Board Meeting(s). The Board of Trustees shall convene at least one (1) regular meeting during �¼������ϲʿ���’s fiscal year. The President, in consultation with the Executive Director, shall set the time and place of such meeting(s). The President, in consultation with the Executive Director and Board Chair, shall set the agenda(s) of such meeting(s). The �¼������ϲʿ��� Office shall disseminate the agenda(s), related Committee reports, and other meeting materials to the Board of Trustees prior to such meeting(s). The Board Chair shall chair all Regular Board Meetings.

Section 3.9. Special Board Meeting. A special meeting of the Board of Trustees may be called by (i) the Board Chair, (ii) the President, or (iii) a majority of the voting Trustees. The person or persons calling a Special Board Meeting shall determine the date, time, and location of the meeting within the continental United States. A Special Board Meeting requires ten (10) days advance written notice to be disseminated to all Trustees via electronic mail by the person or persons calling the meeting. The person or persons calling a Special Board Meeting shall develop the agenda, which shall be included in the Special Board Meeting notice. Only the items on the agenda may be discussed or acted upon at a Special Board Meeting. The Board Chair shall chair all Special Board Meetings.

Section 3.10. Quorum; majority vote required. At all Board meetings, one-third (1/3) of the existing voting Trustees shall constitute a quorum for the transaction of business. Except as otherwise set forth below, at any Board meeting at which a quorum is present, the affirmative vote of a majority of the voting Trustees present is necessary for the approval of any matter voted upon by the Board. However, at all meetings where a quorum exists, but less than one-half (1/2) of the voting Trustees are present at the beginning of the meeting, no action may be taken by the Board except by the affirmative vote of two-thirds (2/3) of the voting Trustees present. Notwithstanding the above, whenever the Board is required or permitted to take any action by vote, such action may be taken without a meeting by written consent setting forth the action so taken, signed, and sent to the Secretary via electronic mail by three-fourths (3/4) of the voting Trustees. At all Executive Committee meetings, two-thirds (2/3) of the Executive Committee members shall constitute a quorum for the transaction of business. At any Executive Committee meeting at which a quorum is present, the affirmative vote of a majority of the members present is necessary for the approval of any matter voted upon by the Executive Committee.

Section 3.11. Attendance at Board meetings; no voting by proxy. Trustees may not vote by proxy but may vote on an individual matter specified in a Board meeting agenda by delivering a written consent or dissent thereto to the Secretary no less than twenty-four (24) hours before the meeting. Such written consent or dissent shall be included for the purpose of determining the presence of a quorum for the consideration of such matter. A Trustee’s attendance at any Board meeting shall constitute a waiver of notice of such meeting unless the Trustee’s attendance is for the sole purpose of objecting to the transaction of business because the meeting was not lawfully called or convened or notice of the Board meeting was not properly given or is deficient. Non-Trustees may attend Board meetings only by invitation of the Board Chair or the President.

Section 3.12. Trustee term of service. A Trustee shall assume his or her responsibilities on January 1 of the calendar year following the year in which he or she is elected, unless an earlier start date is specified by the Board. Prior to assuming office, each Trustee must review and sign the �¼������ϲʿ��� Trustee Pledge and adhere to it throughout his or her term of service. Trustees also shall adhere to the Standards of Conduct for Trustees set forth in Section 29-406.30 of the District of Columbia Nonprofit Corporation Act of 2010. Other than Life Trustees and Honorary Trustees, unless a Trustee resigns or is removed, his or her term of service shall be three (3) years. A Trustee may stand for re-election at the conclusion of his or her term of service.

Section 3.13. Removal of a Trustee. A Trustee may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Trustees whenever in the Board’s judgment such removal is in the best interest of �¼������ϲʿ���.

Section 3.14. Resignation of a Trustee. A Trustee may resign by giving written notice to the Board Chair or the President. A resignation is effective when the notice is accepted by the Board Chair or the President.

Section 3.15. Trustee vacancy. The Board has the power to, and may, fill a vacancy on the Board for the unexpired portion of a Trustee’s term due to his or her death, resignation, or removal.

ARTICLE IV:�� OFFICERS

Section 4.1. Composition of the Officers. The Officers of �¼������ϲʿ��� include the Board Chair, President, Past President, Vice President, Secretary, and Treasurer. The Board of Trustees may elect such other Officers from time to time, including an Assistant Secretary or Assistant Treasurer, as the Board deems desirable, such Officers to have the authority to perform such duties prescribed by the Board. The �¼������ϲʿ��� Officers and the dates upon which their terms expire shall be set forth on the �¼������ϲʿ��� website. All Officers must be �¼������ϲʿ��� Members.

Section 4.2. Chair of the Board. The Board of Trustees shall elect a Board Chair. The Board Chair may or may not be elected from among the Trustees as the Board may determine. The Board Chair shall preside over all Board meetings and meetings of the Executive Committee. The Board Chair also shall perform such other services and duties pertaining to the business and affairs of �¼������ϲʿ��� that the Board may request or prescribe from time to time.

Section 4.3. Vice Chair(s) of the Board. The Board of Trustees may elect one (1) or more Individual Members or Institutional Member Representatives to serve as Board Vice Chair(s). The Board Vice Chair(s) may or may not be elected from among the Trustees as the Board may determine. The Board Vice Chair(s) shall assist the Board Chair and perform such duties as the Board Chair or Board may designate. Board Vice Chair(s) are Officer(s) of �¼������ϲʿ��� and voting member(s) of the Executive Committee. In the absence of the Board Chair, the Board Vice Chair (or, if there is more than one Board Vice Chair, the Board Vice Chair designated by the President) shall preside over all Board meetings and Executive Committee meetings.

Section 4.4. President. The Board of Trustees shall elect a President. The President may or may not be elected from among the Trustees as the Board may determine. As the Chief Executive Officer of �¼������ϲʿ���, the President (i) shall supervise and work with the Executive Director to develop programs, subject to the control and approval of the Board, (ii) shall be answerable to the Board and the Executive Committee for his or her actions, (iii) shall preside at all �¼������ϲʿ��� Annual Members’ Meetings and Special Members’ Meetings, (iv) may sign, with the Secretary or any other Officer authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board, by these Bylaws, or by statute to some other �¼������ϲʿ��� Officer or agent, and (v) shall perform such other duties incident to the office of President and as may be prescribed by the Board from time to time. At any time the Executive Directorship is vacant, the President, in consultation with the Executive Committee, shall directly supervise the �¼������ϲʿ��� administrative staff, or designate another Executive Committee member to perform this task, until such time that an Interim Executive Director is appointed or the Executive Directorship is filled. In the event the Board Chair or Vice Chair(s), if any, are unable to attend and discharge their duties at any meeting over which they preside, the President shall perform such duties.

Section 4.5. Interim President. Should the President resign, be removed from office, or is otherwise unable or unwilling to discharge his or her duties, a quorum of the Executive Committee shall appoint an Interim President to fulfill the duties of President until the Board of Trustees elects a new President. The Interim President may or may not be appointed from among the Trustees as the Executive Committee may determine. The Interim President shall have all powers, responsibilities, obligations, duties, and restrictions of the President.

Section 4.6. Past President. The Past President shall (i) provide ongoing organizational continuity via counsel to the President, Executive Director, and Board of Trustees, and (ii) perform such other duties prescribed by the Board from time to time. The Past President shall serve until the term(s) of an immediate successor are completed or otherwise terminated. Should the Past President resign, be removed from office, or otherwise be unable or unwilling to discharge his or her duties, the post shall remain vacant until the next presidential election.

Section 4.7. Vice President. The Board of Trustees shall elect a Vice President. The Vice President may or may not be elected from among the Trustees as the Board may determine. The Vice President shall (i) chair the Chairs Coordinating Council, and (ii) perform such additional duties prescribed by the Board of Trustees, the Executive Committee, the President, or the Board Chair from time to time. In the event the President and Board Chair are unable to attend and discharge their duties at any meeting over which they preside, the Vice President shall perform such duties.

Section 4.8. Treasurer. The Board of Trustees shall elect a Treasurer. The Treasurer may or may not be elected from among the Trustees as the Board may determine. The Treasurer shall (i) chair the Finance Committee, (ii) work with the Executive Director to develop and oversee the annual budget and, if income is less than the budgeted amounts, in consultation with the President and subject to approval by the Board, adjust the annual budget as necessary during the fiscal year, (iii) oversee the custody and safe-keeping of securities and cash belonging to �¼������ϲʿ��� with the power to receipt for same and endorse for deposit all checks payable to �¼������ϲʿ��� or the Treasurer, (iv) oversee the investment and re-investment of funds belonging to �¼������ϲʿ���, subject to the direction of the Board and the Finance Committee, (v) oversee the disbursement of income under the direction of the Board, or with written approval of the Treasurer and the President, (vi) work with the Executive Director to identify appropriate outside audit firm candidates and select a firm to conduct the annual audit, (vii) oversee the �¼������ϲʿ��� books of account, (viii) render detailed annual financial statements (by working with the outside auditors, Executive Director, and �¼������ϲʿ��� staff), setting forth the detailed financial condition of �¼������ϲʿ��� since the date of the preceding annual financial statements, including financial and investment accounts, assets, liabilities, receipts, and disbursements, and (ix) render such other financial reports upon request of the �¼������ϲʿ��� Members, Board, or Executive Committee. The Treasurer may appoint an Assistant Treasurer (subject to approval by the Board). Subject to the approval and direction of the Executive Committee, the Treasurer or Assistant Treasurer, if any, may delegate any of the above-listed functions to an independent CPA firm, trust company, or other qualified financial institution or firm authorized and empowered to perform such functions. If required by the Board, the Treasurer and the Assistant Treasurer, if any, shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board determines.

Section 4.9. Secretary. The Board of Trustees shall elect a Secretary. The Secretary may or may not be elected from among the Trustees as the Board may determine. The Secretary shall (i) keep the minutes of the Annual Members’ Meeting, Special Members’ Meetings (if any), Board meetings, Executive Committee meetings, and such other meetings as required by the Board from time to time, in both electronic and hard copy form, (ii) ensure that all notices are duly given as required by these Bylaws or by law, (iii) oversee the custody of �¼������ϲʿ��� records, (iv) oversee the custody of �¼������ϲʿ���’s official seal, (v) ensure that �¼������ϲʿ���’s seal is affixed to all documents as required by these Bylaws or by law, the execution of which on behalf of �¼������ϲʿ��� under its seal is duly authorized pursuant to these Bylaws, and (vi) in general, perform all duties incident to the office of Secretary and such other duties that may be assigned from time to time by the President or the Board. The Secretary also may appoint an Assistant Secretary (subject to approval by the Board) to perform such duties assigned to him or her by the Secretary, President, or the Board.

Section 4.10. Officer term of service. An Officer shall assume his or her responsibilities on January 1 of the calendar year following the year in which he or she is elected, unless an earlier start date is specified by the Board. The term of service for all Officers shall be three (3) years. Except as provided in Article III, Section 3.6, no person serving as President, Past President, or Vice President may serve for more than two (2) consecutive terms. Officers shall adhere to the Standards of Conduct for Officers set forth in Section 29-406.42 of the District of Columbia Nonprofit Corporation Act of 2010. New offices may be created and filled at any Board meeting. Each Officer shall hold office until his or her successor is duly elected and qualified.

Section 4.11. Removal of an Officer. An Officer may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Trustees whenever in the Board’s judgment such removal would be in the best interest of �¼������ϲʿ���.

Section 4.12. Resignation of an Officer. An Officer (other than the President) may resign by giving written notice to the Board Chair or the President. The President may resign by giving written notice to the Board Chair. The Board Chair may resign by giving written notice to the full Board of Trustees. A resignation is effective when the notice is accepted.

Section 4.13. Officer vacancy. The Board of Trustees shall elect a Replacement Officer to fill a vacant Officer post for the unexpired portion of an Officer’s term due to the death, resignation, or removal of such Officer. The Replacement Officer may or may not be elected from among the Trustees as the Board may determine.

ARTICLE V: COMMITTEES

Section 5.1. �¼������ϲʿ��� Committees. Two groups of committees oversee the majority of �¼������ϲʿ���’s programs. These are the Standing Board Committees (section 5.2 below) and the Standing �¼������ϲʿ��� Committees (section 5.3 below). These two sets of committees have different methods of appointment and occasionally length of terms as described in sections 5.2 and 5.3 below. In addition, the President has the authority to appoint Ad Hoc committees (5.4 below) to study and report on specific issues from time to time. These are dissolved when their reports are received by the Board. Finally, there are Overseas Committees linked to schools and work outside the United States.

Section 5.2. Standing Board Committees.The Board of Trustees relies on �¼������ϲʿ��� Standing Board Committees for the management of �¼������ϲʿ���. The Standing Board Committees comprise, without limitation, the Board Chair Nominations Committee, Committee on the �¼������ϲʿ��� Policy on Professional Conduct, Development Committee, Facilities Committee, Finance Committee, Officers Nominations Committee, Personnel Committee, and Trustee Nominations Committee. The Board shall have the authority to create and appoint such other Standing Board Committees the Board deems necessary to manage the affairs of �¼������ϲʿ���. The Board also has the authority to disband any Standing Board Committee the Board determines is no longer necessary for the management of �¼������ϲʿ���. The Board Chair in consultation with the President and such other members of the Executive Committee as appropriate shall appoint the chairs and members of the Board Committees except for the Board Chair Nominations Committee.

Section 5.2.1. Board Chair Nominations Committee. When necessary, the President, in consultation with the Past President, shall appoint at least four (4) additional Trustees to act as a Board Chair Nominations Committee. The Committee shall nominate a candidate for Board Chair to be elected by the Board of Trustees. The President shall chair the Committee.

Section 5.2.2. Committee on the �¼������ϲʿ��� Policy on Professional Conduct.
Composition: Appointed Chair
Two (2) additional Trustees
Function: 1. Annual review of the �¼������ϲʿ��� Policy on Professional Conduct;
2. Bringing forward to the Executive Committee and the Board all matters pertaining to its administration.

Section 5.2.3. Development Committee.
Composition:Appointed Chair
Five (5) or more additional Trustees.
Board Chair, President, and Treasurer as voting ex-officio members
Executive Director as non-voting ex-officio member.
Function: Formulate and make recommendations to the Executive Committee and the Board regarding development matters.

Section 5.2.4. Facilities Committee.
Composition: Appointed Chair
Two (2) additional Trustees
Board Chair, President, and Treasurer as voting ex-officio members
Executive Director as non-voting ex-officio member
Function: Formulate and make recommendations to the Executive Committee and the Board regarding (i) the repair and maintenance ��of �¼������ϲʿ��� facilities, including proposed repair and maintenance expenditures, and (ii) improvements and renovations to �¼������ϲʿ��� facilities, including proposed improvement and renovation expenditures.

Section 5.2.5. Finance Committee.
Composition: Treasurer as chair
Three (3) to Five (5) additional Trustees
The Chairs of the Program Committee, Publications Committee, Facilities Committee, and President as voting members
Executive Director as non-voting ex-officio member
Functions: 1. Advise the Executive Committee and the Board regarding the financial management of �¼������ϲʿ���,
2. Supervise the bidding process for the annual audit,
3. Supervise the investment of �¼������ϲʿ���’s funds,
4. Oversee preparation of the proposed annual budget, and
5. Monitor compliance with the annual budget approved by the Board.

Section 5.2.6. Officers Nominations Committee.
Composition: Trustee appointed as chair
Four (4) additional Trustees.
Board Chair and President as voting ex-officio members
Executive Director as non-voting ex-officio member
Functions: 1. Identify and develop qualified candidates for election to the offices of President, Vice President, Treasurer, and Secretary as directed by the Board of Trustees.
2. As the terms of incumbent Officers expire, new Officers shall be proposed by the Committee, which shall put out a general call for candidates, vet the candidates, and present its recommendations to the Board. Write-in candidates shall be permitted on thirty (30) days written notice to the Board.

Section 5.2.7. Personnel Committee.
Composition:��President as chair, Vice-president, Treasurer, Board Chair, Chairs of Publications Committee and Cultural Heritage Committee, plus one or two members as may be deemed needed by President.
Functions: 1.��Conduct an annual performance review of the Executive Director and make recommendations to the Executive Committee regarding the Executive Director’s duties and responsibilities, continued employment, and compensation and benefits.
2. Advise the Executive Director on general personnel matters and serve as an independent, confidential arbiter of �¼������ϲʿ��� staff grievances.

Section 5.2.8. Trustee Nominations Committee.
Composition: Trustee appointed as chair and at least four (4) additional Trustees as members.
Board Chair and President as voting ex-officio members
Functions: Develop slates of Institutionally-elected Trustee and Membership-elected Trustee candidates, and present such candidate slates to the �¼������ϲʿ��� electorate at least one (1) month in advance of the Annual Members’ Meeting by posting such candidate slates on the �¼������ϲʿ��� website and disseminating such candidate slates to �¼������ϲʿ��� Individual Members and Institutional Member Representatives via electronic mail.

Section 5.3. Standing �¼������ϲʿ��� Committees. The Standing �¼������ϲʿ��� Committees are (and shall be) created by the Board of Trustees to carry out �¼������ϲʿ���’s mission and initiatives. The Standing �¼������ϲʿ��� Committees are, without limitation, the Committee on Archaeological Research and Policy, Cultural Heritage Committee, Early Career Scholars Committee, Honors and Awards Committee, Membership and Outreach Committee, Program Committee, Publications Committee, and Diversity, Equity, and Inclusion Committee. The Board shall have the authority to create and appoint such other Standing �¼������ϲʿ��� Committees as the Board deems necessary as �¼������ϲʿ���’s mission and initiatives evolve and expand. The Board also has the authority to disband any Standing �¼������ϲʿ��� Committee the Board determines no longer meaningfully contributes to �¼������ϲʿ���’s mission and initiatives. All members of the Standing �¼������ϲʿ��� Committees must be individual members of �¼������ϲʿ���.

Section 5.3.1. Chairs Coordinating Council (CCC).
Composition:��Vice-President as Chair
Chairs of all �¼������ϲʿ��� Standing Committees
Representatives from the two Affiliated Overseas Research Centers
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Function: 1.�� Coordinate the activities and initiatives of the Standing �¼������ϲʿ��� Committees
2. In consultation with the President appoint the members of the Standing �¼������ϲʿ��� Committees subject to approval by the Executive Committee, which will, in turn, report new appointments to the Board. The proposed members for each of the Standing �¼������ϲʿ��� Committees shall have been nominated through consultation between the Chair of the CCC and the chairs of the respective committees. All committee members shall serve staggered three-year terms.
3. Review and approve requests by the committees to create subcommittees to support their work
4. Report to the Executive Committee and the Board.

Section 5.3.1.1 Chairs Nominations Committee.
The Vice President shall appoint at least two (2) members of the CCC for rotating, two-year terms to act as a Chairs Nominations Committee. The Committee shall be chaired by the Vice President. The Chairs Nominations Committee shall work closely with the Standing �¼������ϲʿ��� Committees to identify and recommend qualified candidates for election by the Board of Trustees to Chair the Standing �¼������ϲʿ��� Committees.

Section 5.3.2. Committee on Archaeological Research and Policy.
Composition: At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms
President, Executive Directors of the Affiliated Overseas Research Centers, and Chairs of the Baghdad, Damascus, and Saudi Arabia Committees as voting ex-officio members.
Executive Director as non-voting ex-officio member
Functions:��1.�� Formulate, debate, and make recommendations to the Executive Committee and the Board regarding matters of archaeological research and policy.
2. Award relevant scholarship funding and grants to �¼������ϲʿ��� members for the support of archaeological fieldwork and related research.

Section 5.3.3. Cultural Heritage Committee.
Composition: At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms Two (2) appointed �¼������ϲʿ��� members
President as voting ex-officio member
Executive Director as non-voting ex-officio member
Functions: 1. Advise the President, the Executive Director, the Board, and other �¼������ϲʿ��� leaders regarding initiatives �¼������ϲʿ��� might undertake either individually or jointly with other bodies in the field of cultural heritage.

Section 5.3.4. Early Career Scholars Committee.
Composition: Two (2) Graduate Student Individual Members and at least two (2) Individual Members who have received their terminal degree within the past five (5) years
President as an ex-officio voting member
Executive Director as a non-voting ex-officio member
Function: Oversee the mentoring and networking of recent terminal degree recipients, Graduate Student Members, and Undergraduate Student Members of �¼������ϲʿ���.

Section 5.3.5. Honors and Awards Committee.
Composition: At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Functions: Oversee all honors and awards conferred by �¼������ϲʿ���.

Section 5.3.6. Membership and Outreach Committee.
Composition: At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Function: Make recommendations to the Executive Committee and the Board regarding matters pertaining to �¼������ϲʿ��� membership and outreach initiatives.

Section 5.3.7. Program Committee.
Composition:At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms.
President as voting ex-officio member
Executive Director as non-voting ex-officio member
Function: Oversee the academic aspects of the Annual Meeting program and make recommendations to the Executive Committee and the Board regarding matters relating to the Annual Meeting.

Section 5.3.8. Publications Committee.
Composition: At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Functions: 1. Appoint an editorial board for each �¼������ϲʿ��� publication.
2. Make recommendations to the Executive Committee and the Board regarding matters pertaining to �¼������ϲʿ��� publications, including recommendations regarding appointment of the editors of �¼������ϲʿ��� journals and monographs.

Section 5.3.9. Diversity, Equity, and Inclusion (DEI) Committee.
Composition: At least six (6) �¼������ϲʿ��� members, at least two (2) appointed each year for three-year terms
President as a voting ex-officio member
Executive Director as a non-voting ex-officio member
Function: 1. Advise the President, the Executive Director, the Board, and other �¼������ϲʿ��� leaders regarding initiatives �¼������ϲʿ��� might undertake either individually or jointly with other bodies to reach out to and include diverse communities in �¼������ϲʿ��� activities in meaningful and sustainable ways. In North America, these communities include, but are not limited to, BIPOC, LGBTQ+, and other underserved groups.
2. Overseas, �¼������ϲʿ��� will focus on serving its international membership and working with local archaeological communities to promote public engagement in �¼������ϲʿ��� activities.

Section 5.4. Ad hoc Committees. The President shall have the power to create and appoint ad hoc committees as necessary to address specific issues facing �¼������ϲʿ���.

Section 5.5. Overseas Committees. The Overseas Committees are composed of the Baghdad Committee (formally known as the Committee on Mesopotamian Civilization), Damascus Committee, and Saudi Arabia Committee. All members of the Overseas Committees must be Individual Members of �¼������ϲʿ���. The Baghdad Committee shall make recommendations to the Executive Committee and the Board regarding the Journal of Cuneiform Studies (JCS) and the Mesopotamian Fellowship.

Section 5.6. Committee Procedures.

Section 5.6.1.��Quorum; majority vote required. Unless otherwise provided in a Board resolution establishing a Committee, the rules set forth in these Bylaws for the Board of Trustees regarding meeting quorums and the number of votes required for an action shall govern the Standing Board Committees, Standing �¼������ϲʿ��� Committees, Ad hoc Committees, and Overseas Committees as if the name of the Committee is substituted in Article III, Section 3.10 for the words “Board of Trustees” or “Board” as stated therein.

Section 5.6.2. Committee rules and records. No Committee may adopt or implement any governance rules that are inconsistent with these Bylaws or any other rules specifically adopted or implemented by the Board of Trustees. Within these parameters each Committee shall establish its own guidelines pertaining to working schedules, numbers of members needed to perform its functions, maintain minutes and other records of all actions taken and shall at least annually transfer these minutes and records to the �¼������ϲʿ��� Office. Each Committee shall write an annual report to be submitted to the EC and Board by the Chair of the CCC.

Section 5.6.3. Committee member term of service. Unless otherwise provided in the Bylaws or by Board resolution, the terms of service for members of the Standing Board Committees, Standing �¼������ϲʿ��� Committees, Ad hoc Committees, and Overseas Committees shall be three (3) years. A Committee member may seek and accept a second three-year term. At the completion of the second consecutive three-year term, a member must rotate off the Committee for at least one full term. The same term limits also shall apply to the Committee Chairs. If, however, a Committee member becomes its Chair, he or she shall be eligible to serve two full three-year terms from the date of appointment as Chair, after which he or she must rotate off the Committee for at least one term. The term of any Ad hoc committee shall expire at the end of the fiscal year within which the Ad hoc committee was created unless provided otherwise by the language of the resolution authorizing the formation of the committee. If deemed advisable by the President and Chair of the Board members of the Development Committee may serve more than two terms.

Section 5.6.4 Removal of a Committee Chair or Committee member. A Committee Chair or Committee member may be removed by a two-thirds (2/3) vote by paper or electronic ballot of the Board of Trustees whenever in the Board’s judgment such removal would be in the best interest of �¼������ϲʿ���.

Section 5.6.5.��Resignation of a Committee Chair or Committee member.��A Committee Chair may resign by giving written notice to the Vice-President.��A Committee member may resign by giving written notice to the Committee Chair. A resignation is effective when the notice is accepted.

Section 5.6.6. Committee member vacancy. A vacancy in the membership of any Committee due to the death, resignation, or removal of a Committee member may be filled by appointment made in the same manner as the original appointment. A replacement appointment shall be for the unexpired portion of the replaced Committee member’s term.

ARTICLE VI: EXECUTIVE DIRECTOR

Section 6.1. Chief Operating Officer. The �¼������ϲʿ��� staff and �¼������ϲʿ���’s day-to-day operations shall be overseen and supervised by an Executive Director. The Executive Director shall serve as the full-time Chief Operating Officer of �¼������ϲʿ��� under the direction of the President and the Executive Committee.

Section 6.2. Nomination and appointment. When necessary, the President, in consultation with the Executive Committee, shall appoint an ad hoc search committee to identify and nominate an Executive Director for appointment by the Board of Trustees.

Section 6.3. Terms and Conditions of Employment. The Executive Director shall serve under contract to �¼������ϲʿ��� for a period of not less than three (3) years, subject to renewal. If the Executive Directorship is vacant, or the Executive Director is unable to fulfill his or her duties, the President, in consultation with the Executive Committee, may appoint an Interim Executive Director until such time as a proper search can be undertaken and a new Executive Director appointed. The Personnel Committee shall periodically review the Executive Director’s duties and responsibilities for reassignment as necessary. The Personnel Committee also shall conduct an annual performance review of the Executive Director and make recommendations to the Executive Committee regarding the Executive Director’s continued employment, compensation, and benefits.

Section 6.4. Duties and responsibilities. The Executive Director shall report to the Executive Committee and the President. The Executive Director also shall serve as a non-voting ex-officio member of the �¼������ϲʿ��� Board and certain Committees identified in these Bylaws. The Executive Director’s specific duties and responsibilities include, inter alia, (i) implementing �¼������ϲʿ��� Policies and Board directives in support of �¼������ϲʿ���’s mission, (ii) serving as a key resource and liaison to the President, the Board, various Committees, the Affiliated Overseas Research Centers, cooperating entities, and the general membership to ensure the smooth, coordinated operation of �¼������ϲʿ���, (iii) providing general support to the Board, Executive Committee, and �¼������ϲʿ��� Officers, including organizing and publicizing meetings, conferences, seminars, and other events, preparing special reports, materials, and meeting agendas, and maintaining communications within �¼������ϲʿ��� and with outside institutions and organizations, (iv) raising funds and support from public and private sources, (v) overseeing the coordination of public relations and information, (vi) assisting with joint activities of �¼������ϲʿ��� and the Affiliated Overseas Research Centers, (vii) processing announcements, applications, and responses for grants and fellowships, (viii) managing the �¼������ϲʿ��� headquarters office, (ix) supervising �¼������ϲʿ��� staff with the authority to hire and dismiss staff (in consultation with the Personnel Committee), (x) developing the annual budget and overseeing the preparation of periodic financial reports, (xi) managing �¼������ϲʿ���’s business, financial accounts, and resources in an effective, efficient, and fiscally responsible manner, and (xii) carrying out such other duties, responsibilities, and tasks as the Executive Committee or the President may assign from time to time.

ARTICLE VII: INDEMNIFICATION

Section 7.1. Civil Acts. �¼������ϲʿ��� shall indemnify, to the maximum extent allowable under Sections 29-406.50 through 29-406.58 of the District of Columbia Nonprofit Corporation Act of 2010, including the advancement of expenses, current and former Trustees, Officers, and employees against all losses, assessments, attorney’s fees, litigation expenses, court costs, judgments, fines, debts, liabilities, settlement amounts (including settlement amounts paid with a view towards avoiding the expense of litigation), and all other amounts paid or owed pertaining to, relating to, or arising out of, any existing, threatened, pending, or completed civil claim, action, lawsuit, arbitration, litigation, or legal proceeding of any nature in any forum, whether judicial, legislative, administrative, investigative, or otherwise, in which he or she may be involved as a party or otherwise by reason of his or her service as an �¼������ϲʿ��� Trustee, Officer, or employee (subject to the limitations and restrictions set forth below). Such indemnification shall not be exclusive of any other rights such Trustee, Officer, or employee may have under any agreement, vote of the Board of Trustees, or otherwise. This indemnification includes amounts paid or incurred in connection with acts of negligence, whether liability on the part of such Trustee, Officer or employee exists as to �¼������ϲʿ���, its Trustees, Officers, employees, agents, or representatives, or as to third parties, including, without limitation, creditors.

Section 7.2. Criminal acts. �¼������ϲʿ��� shall indemnify, to the maximum extent allowable under Sections 29-406.50 through 29-406.58 of the District of Columbia Nonprofit Corporation Act of 2010, including the advancement of expenses, current and former �¼������ϲʿ��� Trustees, Officers, and employees for the amounts and actions set forth in Section 7.1 pertaining to any misdemeanor criminal action, suit, proceeding, or investigation to which such Trustee, Officer, or employee pleads nolo contendere, or its equivalent, provided his or her complained of actions were committed in good faith, with a reasonable assumption of legality, and with the belief that such actions were in the best interest of �¼������ϲʿ���. Notwithstanding the above, �¼������ϲʿ��� also shall indemnify a current or former �¼������ϲʿ��� Trustee, Officer, or employee for the amounts and actions set forth in Section 7.1 pertaining to any felony criminal action, suit, proceeding, or investigation provided such action, suit, proceeding, or investigation is dismissed or such Trustee, Officer, or employee is adjudged not guilty at trial or on appeal.

Section 7.3. No indemnification for gross negligence, intentional misconduct, or civil or criminal penalties. Notwithstanding any other provision to the contrary, �¼������ϲʿ��� shall not indemnify any current or former �¼������ϲʿ��� Trustee, Officer, or employee for any amount pertaining to any civil action, suit, arbitration, legal proceeding, or investigation in which such Trustee, Officer, or employee is adjudged to be liable for gross negligence, intentional misconduct, or civil or criminal penalties pertaining to his or her duty to �¼������ϲʿ���.

Section 7.4. No indemnification for acts resulting in tax liability to �¼������ϲʿ���. Notwithstanding any other provision to the contrary, �¼������ϲʿ��� shall not indemnify any current or former �¼������ϲʿ��� Trustee, Officer, or employee if such indemnification shall result in liability to �¼������ϲʿ��� for any federal, state, or local tax, civil penalty, or criminal penalty.

Section 7.5. Severability. Every provision of this Article VII is intended to be severable. If any term or provision is determined to be invalid for any reason, such invalid term or provision shall be severed from Article VII, and not affect the validity of the remainder of Article VII.

ARTICLE VIII:�� THE AFFILIATED OVERSEAS CENTERS

Section 8.1. Composition of the Affiliated Overseas Research Centers. The Affiliated Overseas Research Centers are composed of the (i) W. F. Albright Institute of Archaeological Research, Inc., in Jerusalem (AIAR) and (ii) Cyprus American Archaeological Research Institute, Inc., in Nicosia, Cyprus (CAARI).

Section 8.2. Recognition as an Affiliated Overseas Research Center. An overseas research center or research organization whose primary mission, purposes, and objectives conform to the mission, purposes, and objectives of �¼������ϲʿ��� may, upon application, become an �¼������ϲʿ��� Affiliated Overseas Research Center by a two-thirds (2/3) vote of the Board.

Section 8.3. Appropriations for the Affiliated Overseas Research Centers. The Board of Trustees may, as appropriate, make appropriations to carry out the work of the Affiliated Overseas Research Centers.

Section 8.4. Dispute between �¼������ϲʿ��� and an Affiliated Overseas Research Center. The responsibilities and obligations by and between �¼������ϲʿ��� and the Affiliated Overseas Research Centers to each other not set out in their respective Articles of Incorporation or Bylaws, and any disputes arising between the �¼������ϲʿ��� Board of Trustees and the board of any Affiliated Overseas Research Center regarding the fulfillment of such responsibilities and obligations, or the structure of their business and professional relationships, shall be resolved by a committee of six (6) persons, three (3) representing each party. The committee, which shall consist of the Board Chair, President, and a Trustee elected by each governing board, shall arbitrate the parties’ differences. In the event the office of Board Chair or President is vacant, the place on the committee shall be filled by election of another Trustee. The committee shall meet within ninety (90) days of the call for resolution, and earnestly attempt to resolve the issue. A vote of at least four (4) members of the committee is necessary to pass any resolution, which shall be submitted promptly to the parties’ respective governing boards and be binding unless vetoed by a majority vote of one or both of such governing boards. Any dispute not resolved by such committee shall first be mediated and, if unsuccessful, arbitrated by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures.

ARTICLE IX:�� MISCELLANEOUS

Section 9.1. Fiscal year. �¼������ϲʿ���’s fiscal year shall begin on July 1, and terminate on June 30 of the following calendar year.

Section 9.2. Debts and liabilities. No debt shall be contracted, liability incurred, or contract made by or on behalf of �¼������ϲʿ��� or any �¼������ϲʿ��� affiliate other than in the ordinary course of business by an Officer or agent authorized by the Board of Trustees or the Executive Committee.

Section 9.3. Building and acquisition fund contributions. Funds contributed to �¼������ϲʿ��� for purposes of building or acquiring an office shall constitute a separate fund, segregated and maintained by appropriate journal entries, and not spent except pursuant to a resolution adopted by the Board of Trustees upon recommendation of the Executive Committee.

Section 9.4. Endowment funds. �¼������ϲʿ���’s endowment funds shall be permanently restricted and invested by the Finance Committee under the direction and oversight of the Treasurer. Only the income earned by the endowment funds (as calculated pursuant to the �¼������ϲʿ��� Investment and Spending Policies) shall be available for spending by �¼������ϲʿ���. For purposes of this provision, these Bylaws incorporate the definitions of “income” and “principal” in Section 28–4801.02 of the Code of the District of Columbia.

Section 9.5. Official Seal. The �¼������ϲʿ��� seal, an impression of which is affixed hereto, is adopted and approved as the official seal of the organization.

Section 9.6. Amendments. These Bylaws may be amended at any meeting of the Board of Trustees provided each voting Trustee receives, via electronic mail or regular mail, twenty (20) days advance written notice setting forth the proposed amendment(s).

Earlier versions of �¼������ϲʿ���’s by-laws:

• • Click here for a PDF of the 2008 copy of the bylaws with “track changes” to the earlier version (the 2006 version)
  • Click here for a PDF copy of the 2011 bylaws with “track changes” to the 2008 version.
  • Click here for a PDF copy of the 2012 bylaws with track changes to the 2011 version.
  • Click here for a PDF copy of the approved 2012 bylaws.
  • Click here for a PDF copy of the approved 2013 bylaws.
  • Click here for a PDF copy of the approved 2015 bylaws.
  • Click here for a PDF copy of the approved April 2019 bylaws.
  • Click here for a PDF copy of the approved November 2019 bylaws.
  • Click here for a PDF of the approved May 2020 bylaws.