ARTICLE I: Identification

Section 1.01. Name. The name of the Corporation is Kentucky Organization of Professional Archaeologists, Inc. (hereinafter referred to as the "Organization").
Section 1.02. Principal Office and Resident Agent. The post office address of the principal office of the Organization is that of the Resident Agent identified by the Board of Directors.
Section 1.03. Fiscal Year. The fiscal year of the Organization shall be the calendar year.

ARTICLE II: Purposes

Section 2.01. Purposes. The purposes for which the Organization is formed are:
(a) to strengthen the identification of archaeology as a profession and of qualified archaeologists as professionals;
(b) to encourage high standards in the training of archaeologists;
(c) to support ethical behavior and standards of responsible archaeology; and
(d) to communicate to the public the importance of the proper practice of archaeology.

ARTICLE III: Membership

Section 3.01. Annual Meeting. The Annual Meeting of the membership for the transaction of such other business as may properly come before it and for the election of Directors and Officers as called for in the bylaws shall be held within the first six months of each calendar year, the specific date to be set by the Directors.
Section 3.02. Special Meetings. Special meetings of the membership may be called by the President or by a majority of the Board of Directors.

Section 3.03. Notice of Meetings. A written or printed notice stating the place, date, and hour of any meeting, and in the case of a Special meeting, the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary or by the Officers calling the meeting at least fifteen (15) calendar days prior to the date of the meeting to each member of the Organization at the address appearing on the records of the Organization. Directors or Officers must attend Annual or Special meetings or submit a waiver to the Secretary-Treasurer which sets forth in reasonable detail the reason for nonattendance.

Kentucky Organization of Professional Archaeology
Bylaws
As Amended March 1, 2003

Section 3.04. Place of Meetings. All meetings of the membership of the Organization shall be held at a place, within the Commonwealth of Kentucky, as may be specified in the respective notices or waivers of notice.

Section 3.05. Quorum. Unless otherwise provided by the Articles of Incorporation, the presence of at least one quarter (1/4) of the total voting membership shall constitute a quorum.

Section 3.06. Dues. Dues shall be levied annually upon the membership in such amounts as may from time to time be determined by the Board of Directors.

Section 3.07. Voting. Except as otherwise provided by law, by the provisions of the Articles of Incorporation, or by the provisions of the bylaws, every Full Member and Associate Member who shall have paid all dues owed to the Organization at the time of the meeting shall have the right to exercise one vote on any matter properly coming before such meeting. Voting can be accomplished by mail, as long as the ballots are mailed to the members by the Secretary-Treasurer at least thirty (30) calendar days prior to the meeting and as long as the ballots are received by the Secretary-Treasurer five (5) calendar days prior to the day of the meeting.

Section 3.08. Membership List. The Organization shall keep at its principal office a complete and accurate list of Members and Associate Members.

Section 3.09. New Members. Any Full Member may at any Annual Meeting, or any Special Meeting called for the purpose of selecting new members, nominate for Full Membership or propose for Associate Membership, by submitting to the Board of Directors a letter of sponsorship and a vita, any person who is qualified under the bylaws and Articles of Incorporation. New Full Member and Associate Member nominees presented by the Board of Directors must be approved by a Majority vote of the total membership present at an Annual or Special Meeting.

Section 3.10. Qualifications. Membership is restricted to individuals supporting the Purposes and Ethics of the Organization (Articles II, Section 2.01 and XI Sections 11.01, 11.02, 11.020 who have an involvement in archaeological investigations or research in the Commonwealth of Kentucky and who have previously demonstrated a commitment to meeting the highest professional standards. There shall be two membership categories, as follows: 1) Full Members, who (a) are active in professional archaeological research within the Commonwealth of Kentucky, (b) have earned a graduate degree in archaeology or in anthropology with specialization in archaeology, and (c) have signed an agreement to abide by the Code of Ethics of the Register of Professional Archaeologists (RPA); and 2) Associate Members, who (a) are active in professional archaeological research within the Commonwealth of Kentucky (b) and/or are working towards a graduate degree in archaeology or in anthropology with specialization in archaeology, (c) and/or are employees of an institution, Federal or State agency, or private firm involved in professional archaeological research within the Commonwealth of Kentucky, (d) are sponsored by a Full Member of KyOPA and (e) have signed an agreement to abide by the Code of Ethics of the Society of Professional Archaeologist (RPA).

Section 3.11. Termination of Membership. A. Full Membership or Associate Membership shall automatically lapse upon failure to pay any dues levied by the Organization within thirty (30) calendar days after a notice of delinquency of dues is given. Any lapsed member will receive two notifications. If payment is not received after 30 days of the second notification, the lapsed member will be terminated. B. Full Membership and Associate Membership may be involuntarily terminated and a Full Member or Associate Member expelled for any conduct contrary to the Purposes and Ethics of the Organization as stated in Article II, and Article XI of the bylaws of the Organization. Any Full Member or Associate Member charged with having engaged in conduct contrary to the Purposes and Ethics of the Organization shall have the right to hear the charges made against them, shall have the right to a hearing before the membership, and shall be expelled only after a secret ballot in which a majority of the total membership votes to expel the Full Member or Associate Member.

Section 3.12. Each person who is or was a member, director, trustee, or officer of the corporation, whether elected or appointed, and each person who is or was serving at the request of the corporation as a member, director, trustee, or officer of another corporation, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person's capacity as a member, director, trustee, officer, or employee or arising out of such person's status as a member, director, trustee, officer, or employee; provided, however, no such person shall be indemnified against any such liability, cost, or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such indemnification would be prohibited by law. Such right of indemnification shall be a contract right and shall include the right to be paid by the corporation the reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall be made only after delivery to the corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification. Any repeal or modification of this article shall not affect any rights or obligations then existing. If any indemnification payment required by this article is not paid by the corporation within 90 days after a written claim has been received by the corporation, the member, director, trustee, officer, or employee may at any time thereafter brings suit against the corporation to recover the unpaid amount and, if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim. The corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the corporation would have the power to indemnify such person against such liability, cost or expense under the Kentucky Nonprofit Corporation Acts or under this article, but it shall not be obligated to do so. The indemnification may have or hereafter acquire under any bylaw, agreement, statute, vote of members or board of directors, or otherwise. If this article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each such person to the full extent permitted by an applicable portion of this article that shall not have been invalidated or by any other applicable law. {Note: See KRS273.171(14)}.

ARTICLE IV: Board of Directors

Section 4.01. Number. The number of Directors shall be five (5). A single campus or office may not have more than one person on the Board of Directors.

Section 4.02. Qualifications. Any Full Member, but not Associate Member, of the Organization is qualified for membership on the Board of Directors.

Section 4.03. Election of Directors. The Directors shall be elected by the membership by ballot for a term of three (3) years immediately following their election.

Section 4.04. General Powers. The Board of Directors shall set the agenda of all meetings and manage the affairs to the Organization. In addition to any powers and authorities granted to the directors by the bylaws, by the Articles of Incorporation, and by law, explicitly and implicitly, the Directors may exercise all rights, powers, and privileges of the Organization and do all lawful acts and things which may be done by the Organization which are not by statute, by the Articles of Incorporation or by the bylaws directed or required to be exercised or done by the membership.

Section 4.05. Annual Meeting of Directors. The Board of Directors shall meet each year immediately after the Annual Meeting of the membership at the place where the meeting of the membership has been held for the purpose of organization and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the Annual Meeting of Directors.

Section 4.06. Other Meetings of Directors. Other meetings of the Board of Directors may be called by the President or a majority of the Board of Directors at any place within the Commonwealth of Kentucky upon five (5) days notice by specifying the time, place, and general purpose of the meeting to each Director. At any meeting at which all Directors are present, notice of the time, place, and purpose thereof shall be deemed waived. Directors who must be absent are required to respond to the President prior to the meeting either by written instrument or by personal communication.

Section 4.07. Quorum of Board. At any meeting of the Board of Directors the presence of a majority of the members of the Board of Directors then qualified and acting shall constitute a quorum for the transaction of any business except the filling vacancies on the Board of Directors For the purpose of the filling of vacancies of the Board of Directors temporarily, the presence of three-fifths (3/5) of the members of the Board of Directors then qualified and acting shall constitute a quorum. The action of a majority of the Directors present at any meeting at which a quorum is present shall be the action of the Board of Directors.

Section 4.08. Removal. Any Director may be removed for nonattendance at two consecutive meetings of the Board of Directors after written notice and by a majority vote of the remaining Directors. Disqualification of a Director from membership in the Organization shall also serve to vacate the position as Director.

Section 4.09. No director shall be personally liable to the corporation for monetary damages for breach of his or her duties as a director except for liability; (A) For any transaction in which the director's personal financial interest is in conflict with the financial interests of the corporation; (B) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of the law; or (C) For any transaction from which the director derives an improper personal benefit. If the Kentucky Revised Statutes are amended after approval of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Kentucky Revised Statutes, as so amended. Any repeal or modification of this article shall not adversely affect any right or protection of a director of the corporation existing at the time.

ARTICLE V: Officers of the Organization

Section 5.01. Officers. The officers of the Organization shall consist of a President, a President-elect, a Secretary-Treasurer, and a Communications Editor.

Section 5.02. Duties. The Officers shall perform those duties normally pertaining to their respective offices. All Officers shall serve during their terms as nonvoting advisory members of the Board of Director. The President of the Organization shall serve as Chairperson to the Board of Directors. In the event there is a tie vote by the Directors on matters of KyOPA business or other matters of concern to the Organization, the President shall cast the deciding vote.

Section 5.03. Election of Officers. The membership shall elect the Officers by ballot. The term of office for the Officers is for two fiscal years of the Organization following their election, or until their successors are duly elected and qualified, whichever is later.

Section 5.04. Removal of Officers. Any Officer may be removed, after discussion with the membership, by the vote of a majority of the Directors whenever the majority of Directors determine the best interests of the Organizations would be served.

Section 5.05. Qualifications. Full Members and Associate Members of the Organization are qualified to hold office. No member may serve simultaneously as an Officer and as a voting member of the Board of Directors.

Section 5.06. Presidential Discretionary Fund. The President shall be allocated a Discretionary Fund to be used for minor expenses directly related to KyOPA business, as well as to expend on activities that further the goals of KyOPA including public outreach, education, and communication. The President shall provide a full accounting of these expenditures to the Directors within 30 days. The Directors shall annually determine the amount of Discretionary Funds available to the President.

ARTICLE VI: Committees

Section 6.01. Appointment. The President shall appoint such committees as are directed by the Board of Directors or as the President deems appropriate. Full Members and Associate Members are qualified to serve on committees of the Organization.

Section 6.02. Committee Chairperson. The President shall select one member from each committee to serve as chairperson. The president may, unless otherwise instructed by the Board of Directors, delegate the duty and authority of selecting all or some other members of the committee to the chairperson.

Section 6.03. Term. Unless otherwise provided by the Board of Directors, the term of committee appointees shall expire with the termination of the term of the President or Chairperson appointing them.

Section 6.04. Proposals and Actions. The proposal and actions of all committees, after presentation to the membership, shall be subject to the approval or express authorization of the Board of Directors.

ARTICLE VII: Corporate Books and Records

Section 7.01. Place of Keeping. Except as otherwise provided by the laws of the Commonwealth of Kentucky, by the Articles of Incorporation, or by the bylaws, the books and records of the Organization may be kept at the place or places within the Commonwealth of Kentucky as the Board of Directors may by resolution determine.

ARTICLE VIII: Exemption from Debts

Section 8.01. Exemption from Debts. The private property of the members, directors, and officers of the Organization, and each of them shall be exempt from corporate debts and liabilities.

Section 8.02. There shall be no capital stock and the organization shall not be for profit.

Section 8.03. No Officer or member of this organization in the absence of fraud committed by that individual shall become personally liable for any debts or liabilities arising against or incurred by the organization or its officers or agents or employees or members, and the private property of the Officers and members of this organization shall be exempt from liability for any and all debts, obligations, or liabilities of this organization.

ARTICLE IX: Papers

Section 9.01. Signature Authorization. All financial agreements authorized by the Board of Directors and all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money shall, unless otherwise directed by the Board of Directors or unless otherwise required by law, be signed by the President or Secretary-Treasurer. The Board of Directors may designate additional members or employees of the Organization to execute drafts, checks and orders for payment of money in the name of the Organization.

ARTICLE X: Powers

Section 10.01. Powers. Notwithstanding the powers granted pursuant to the provisions of Chapter 273 of Kentucky Revised Statues, the Organization shall be authorized to receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue code and its Regulations as they now exist or as they may hereafter be amended. No part of the net earnings of the Organization shall inure to the benefit of any member, Director, Officer of the Organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Organization affecting one or more of its purposes), and no member, Director, Officer of the Organization, or any private individual shall be entitled to share in the distribution of any part of the assets of the Organization. No part of the activities of the Organization shall be used to participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. The Organization shall never discriminate against any person or person because of race, creed, age, color, sex or national origin. Notwithstanding any other provision of this certificate, the Organization shall not conduct or carry on any activities not permitted by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization to which contributions are deductible under Section 180(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended. Upon the dissolution of the Organization the assets of the Organization shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE XI: Ethics

Section 11.01. Ethics. The Organization endorses and adopts the Code of Ethics adopted and revised by the Register of Professional Archaeologists.

Section 11.02. Standards of Research Performance. The Organization endorses and adopts the Standards of Research Performance adopted and revised by the Register of Professional Archaeologists.

Section 11.03. Institutional Standards. The Organization endorses and adopts the Institutional standards adopted and revised by the Register of Professional Archaeologists.

ARTICLE XII: Governing Procedures

Section 12.01. Amendment. Once the bylaws are adopted, they can be amended or repealed by a majority vote of all the membership entitled to vote and in good standing at the time that a ballot called for such purpose is held, provided, that notice of any ballot held for this purpose shall be given to each member in writing at least thirty (30) days prior to the date of such ballot.

Section 12.02. Meeting Conduct. Except as otherwise provided, Robert's Rules of Order shall govern all meeting procedures, provided, however, such shall be deemed waived in the absence of a prompt and specific objection directed to the Chairperson of the meeting.

Section 12.03. Resignations. Any Director or Officer may resign at any time by giving written notice to the Board of Directors and the President, unless it is the President resigning, in which case Board and the President-elect shall be notified. Such resignation shall take effect at the time specified in the notice.

Section 12.04. Replacements. The Board of Director may appoint any member of the Organization to fill any position vacated by any officer or member of the Board of Directors to serve not longer than the term of that individual who has been replaced. The appointment shall remain in effect until the next following Annual Meeting or until a Special Meeting called for the purpose of electing a replacement for any office or any position on the Board of Director is held and a replacement is elected. This section shall apply regardless of the reason for the vacancy.