CONSTITUTION of the SOCIETY OF INDIANA ARCHIVISTS, INC.

Last Revised April 4, 2025

NAME

1. The name of this organization shall be the Society of Indiana Archivists, Inc., incorporated as a not-for-profit organization under the laws of Indiana.

PURPOSES OF THE SOCIETY

2. The Society of Indiana Archivists, Inc. (SIA) is established  to provide the means by which individuals engaged with or interested in archival and manuscript work in Indiana can cooperate to promote archival repositories and their use; develop an archival and manuscript methodology  in Indiana through sharing concepts, techniques, and guidelines; foster standards of competence in archival and manuscript repositories within the state; abide by the Society of American Archivists' code of ethics; promote cooperation among archivists, historians, librarians, records managers, and others in related disciplines; support the exchange of ideas; and serve as a liaison among individuals and organizations who work with archival collections.

3. The purposes of the Society of Indiana Archivists, Inc., are exclusively charitable, educational, recreational, and scientific within the meaning of section 50l(c)(3) of the United States Internal Revenue Code or the equivalent section of any future federal tax code.

4.  No part of the net earnings of the Society shall incur to the benefit of or be distributable to its members, elected officers, or other private persons except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code and (b) with contributions that are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code.

MEMBERSHIP

5. Individual membership shall be open to any and all individuals working with or interested in archival collections, actively concerned with accessioning, preserving, promoting, and using archival collections, and to those using them for research. Individual members are entitled to one (1) vote on Society business.

6. Institutional membership shall be open to organizations supporting the work of the Society and entitles them to one (1) vote on Society business. Up to three representatives of an institutional member may attend Society events at member rates.

7. Dues shall be determined, on the recommendation of the Board of Directors, by a majority of those members present and voting at the annual business meeting. Dues shall be assessed and paid on a calendar-year basis.

OFFICERS AND GOVERNMENT

8. The officers of the Society shall be President, Vice President, Secretary, and Treasurer.  The officers shall be elected at the annual business meeting of the members of the Society for terms of two years. No officer may serve more than two consecutive terms.

9. The government of the Society, the management of its affairs, and the regulation of its procedures, except as otherwise provided in this Constitution, shall be vested in a Board of Directors composed of the Society's four officers, the immediate past president, and four members elected by the Society, two at each annual business meeting for a term of two years. Appointees to the positions of Newsletter Editor and Web Editor as well as the Past President will serve as ex-officio, non­ voting members of the Board. No elected Board member may serve in the same capacity for more than two consecutive full terms.

10. In case of a vacancy in the presidency, the Vice President shall assume that office and hold it for the remainder of the term. If a vacancy occurs in other offices or on the Board, it may be filled by a majority vote of the Board, and the person designated shall hold the position for the unexpired term of the person vacating it.

11. The Board shall be responsible for the funds of the Society, establishing appropriate procedures for accounting and auditing of such funds.

MEETINGS

12. The Society shall hold an annual business meeting at a time determined by the Board and additional meetings as necessary. Notice of the annual meeting shall be sent by the Board to the membership at least 30 days before the date of the meeting. If voting in-person at the annual business meeting, one quarter of the membership shall constitute a quorum for the transaction of business.

13. The Board of Directors shall meet at least once per year, and any other time needed. Notice shall be sent by the Secretary 5 days before the meeting. Four members shall constitute a quorum for the transaction of business.

RECORDS

14. Records shall be maintained, reported, and made available for inspection in accordance with Indiana Code 23-17-27, governing the records of corporations in Indiana.

15. The records of officers and chairs of committees shall be transferred to the Secretary for custody as their terms expire. The Secretary shall serve as archivist of the Society, selecting and preserving records of research value. A repository may be selected to take custody of such records.

DISSOLUTION

16. Upon dissolution of the Society of Indiana Archivists, its assets and all property and interests of which it shall then be possessed, including any device, bequest, gift, or grant contained in any will or other instrument, in trust or otherwise, made before or after such dissolution, shall pass as decided by vote of the membership at that time. It being specifically understood that the assets cannot upon dissolution be distributed to its members or shareholders but must be transferred for an exempt purpose or to another organization meeting the test set forth upon present Internal Revenue Code #501 (3).

BY-LAWS

17. The Board is authorized to adopt such By-Laws as needed to regulate the administrative practices of the Society. A current copy of the By-Laws shall be available to any member upon request to the Secretary. All or any part of the By-Laws shall be subject to change by a majority of those attending the annual business meeting.

AMENDMENTS

18. Amendments to this Constitution and/or its By-Laws shall be proposed in writing by five members and filed with the President. Copies of the proposed amendments shall be posted on the Society website and members notified thereof at least three weeks in advance of the annual meeting. If approved by the Board of Directors, a majority vote of the members attending the annual business meeting shall be sufficient for adoption.

BY-LAWS of the SOCIETY OF INDIANA ARCHIVISTS, INC.

Last revised April 4, 2025

ELECTION OF OFFICERS

1. The President shall appoint a Nominating Committee to prepare a slate of candidates to be presented in an election by the membership at the annual business meeting. Additional nominations may be made from the floor by any member of the Society.

2. A nominee receiving the highest number of votes for an office shall be elected to that office, even in the event a majority is not achieved. In the event of a tie vote, the Nominating Committee shall issue a second ballot containing only the names of the tied nominees within fifteen (15) days of the first tally. These ballots shall be submitted to the Nominating Committee within fifteen (15) days.

3. Officers shall assume their duties immediately after election results are confirmed and the official announcement has been sent to the membership after the annual meeting during which they are elected.

4. Voting may be conducted in person or electronically. In person voting requires a majority of votes cast by members shall be necessary for election of officers. Electronic voting requires ballots be cast by a quarter of the membership, and all members will have access to voting for the 2 business days after the business meeting.

5. An officer may be removed by a two-thirds majority vote of the Board of Directors whenever in its judgment the best interest of the organization would be served thereby.

DUTIES OF ELECTED OFFICERS

6. The President shall direct and coordinate the affairs of the Society, set the agenda and preside at the annual business meeting of the Society and all meetings of the Board of Directors, perform such duties as may be directed by the Board, and represent the Society throughout the state and nationally.

7. The Vice President shall perform the duties of the President in case the President is absent or incapacitated. The Vice President will serve as chair or co-chair for the Program and Local Arrangements Committees, coordinating development and organization of the Society’s Annual Meeting.

8. The Treasurer shall maintain the funds of the Society and the records thereof as instructed by the Board of Directors, present written itemized financial reports at all Board of Directors meetings and to the membership at the annual business meeting, serve as chair of the Finance Committee, and keep a record of all Finance Committee discussions and actions.

9.  The Secretary shall maintain records of the proceedings of all membership and Board of Directors meetings, assist the President as requested in creation of agendas for meetings of the Board of Directors and the annual business meeting and notification of members of same, and maintain in cooperation with the Membership Chair and Treasurer the official current membership list of the Society. In alignment with the constitution section 15, the Secretary shall manage the records of the Society and maintain a biennial transfer of permanent records to the designated repository.

DUTIES OF BOARD MEMBERS AND EX OFFICO OFFICERS

10. The elected Board of Directors Members will work with elected officers to oversee the business of the organization. The four board members will serve as liaisons between committees and the Board as assigned by the President and advise the Treasurer and elected officers on accounting and auditing of the Society’s funds.

11. The Past President, being the person who served in the immediately previous term of the President, shall serve as an ex officio, non-voting member of the Society’s Board of Directors and chair, co-chair, or member of the Membership Committee.

12. The Web Editor shall manage the Society’s website. They will update web pages, manage the creation of registration portals for events, share and set membership communications through the website, and assist with troubleshooting website issues. They serve as an ex officio, non-voting member of the Society’s Board of Directors and on the Communications Committee.

13, The Newsletter Editor shall produce the Society’s newsletter. They will elicit submissions, curate content, format and edit the issues, and promote the publication to membership. They serve as an ex officio, non-voting member of the Society’s Board of Directors and on the Communications Committee.

STANDING COMMITTEES

14.  The Finance Committee shall consist of the Treasurer, acting as chair, and two other members of the Board of Directors. The Finance Committee is responsible for making recommendations to the Board regarding stewardship of Society funds and for formulation of a budget to be presented to the membership at the annual meeting.

15.  The Nominating Committee shall consist of three members appointed by the President, one of whom must be from the membership-at-large. The Nominating Committee shall be responsible for developing a slate of candidates for elected positions to be presented to the membership at the annual meeting.

16.  The Program and Local Arrangements Committees shall consist of the Vice-President, acting as chair or co-chairs of both committees, and at least two additional members per respective committee, one of whom is on-site for the annual meeting. The Program Committee is responsible for planning, preparing a budget for, and implementing the annual meeting program. The Local Arrangements Committee is responsible for selecting and working with the venue and catering vendors and assembling a program of sessions and information on the annual meeting.

17.  The Education Committee shall be appointed by the President and consist of one Board member and at least two members-at-large. The Education Committee is responsible for planning and implementing the professional development efforts of the Society.

18.  The Scholarship Committee shall be appointed by the President and consist of one Board member and at least two members-at-large. The Scholarship Committee is responsible for publicizing, soliciting applications for, and determining the recipients of awards offered by the Society.

19. The Membership Committee shall consist of the immediate Past President, acting as chair, co-chair, or member, and at least two members-at-large. The Membership Committee is responsible for maintaining a current membership list at all times, ensuring that all members who desire are included on the listserv discussion list, and recommending and implementing membership recruitment efforts.

20. The Communications Committee will manage, coordinate, and support internal and external communication for the Society via multiple communication channels (internal: listserv, newsletter, message boards/forums, membership-accessible sections of website; external: social media, public website, flyers). The committee membership will include a core working group of one Board member, two to three at large members (overlapping roles possible), and a Social Media Coordinator. The following roles will coordinate closely with the committee, be included on committee correspondence, and under the purview of the committee: Newsletter Editor, Listserv Administrator, and Web Editor.

AD HOC COMMITTEES

21.  The President or the Board of Directors may establish such ad hoc committees as are necessary to accomplish limited-term goals of the Society.

PARLIAMENTARY PROCEDURES

22. Robert's Rules of Order shall govern the proceedings of the Society except as otherwise provided for in the Constitution or By-Laws of the Society.

RECORDS

23. The principal office of the Society shall be that of the Secretary of the Society.  There shall be kept in that office the current records of the activities and transactions  of the Society, including a minute book which shall contain a copy of the Certification of Incorporation, a copy of the Constitution and By-Laws and all amendments  thereto, and all current minutes of the meetings of the Board of Directors and of the membership meetings.

24.  Non-current records of the Society shall be managed by the Archives and Special Collections Department of the Ball State University Libraries or another designated repository and shall be available to members and the public on an open access basis, barring any temporary restriction of record series with personally identifiable information of officers and members, or sensitive information as determined by the Board and archives staff.