ARTICLE I NAME

The organization is incorporated in the State of Ohio under Internal Revenue Code Section 501 (c) as THE PIONEER AMERICA SOCIETY (hereafter “the Society”). Formally organized in 1967, the Society’s legal name was amended in 2016 and registered with the Attorney General’s office of the State of Ohio as THE INTERNATIONAL SOCIETY FOR LANDSCAPE, PLACE, AND MATERIAL CULTURE.

ARTICLE II MISSION

Section 1. The purpose and mission of the Society is to identify, document, analyze and interpret significant cultural landscapes, architecture and artifacts and encourage educational programs, scholarly research and preservation.

Section 2. The Society is a professional and scholarly organization formed to promote dialogue and discourse among its diverse membership. It exists to promote and support the serious study of material culture, in all its forms, and ongoing efforts of documentation and preservation of these artifacts extant throughout the world. The Society is an international, non-profit, educational association supported entirely by membership dues and contributions.

ARTICLE III MEMBERS

Section 1. The Society’s membership is drawn from various academic disciplines (geography, history, anthropology, folklore), applied professions (architects, lawyers, preservationists, educators), along with informed and interested parties who enjoy the pursuit of interpreting the visual landscape and adding to the list of scholarly research. Membership will not be restricted on the basis of training, profession, or subject of interest.

Section 2. Memberships include five types: Individual, Couple, Individual Student, Institutional, and Life Member. Dues for all categories, and subcategories of members, are fixed and may be revised by the Board of Directors.

Section 3. Active membership will begin with January 1st of the current year, unless the new member specifies that it begin with the ensuing January 1st. Any member whose dues are in arrears will be notified on the mailing label attached to the Spring issue of the Society’s journal Material Culture. The member can renew their membership for that year to be kept on the active membership roll. If not renewed the member will be listed on the membership rolls as inactive and will no longer receive the journal or have any of the other privileges of membership. Those who have been thus dropped may be reinstated upon payment of one year’s dues in advance. No retroactive payments will be assessed.

Section 4. Only active members may vote or hold office in the Society.

ARTICLE IV BOARD OF DIRECTORS

Section 1. The business and affairs of the Society shall be managed by its Board of Directors, hereinafter “the Board". The Board shall have the authority to contract with any individual, society, or organization, however constituted, for services which when performed will carry out, in whole or in part, the purposes and functions of the Society.

Section 2. The Executive Director or their designee shall present a summary of the decisions made at board meeting to the members attending the annual meeting at the Business Luncheon. The summary shall be presented at the next meeting location if there is no meeting in given year. 

Section 3. The Board shall consist of three non-voting officers--an Executive Director, a Treasurer, a Secretary; three non-voting ex-officio Editors--the Editor of Material Culture, the Book Review Editor of Material Culture, and the Editor of PAST; nine voting Directors; and non-voting ex-officio past Executive Directors. Each officer shall be a member in good standing.

Section 4. The Executive Director, Treasurer, Secretary, and Editors shall be appointed by the Board. Each shall assume official duties immediately following approval by the Board and shall hold office until his/her successor is elected and qualified, or his/her resignation, removal from office, or death.

Section 5. Members of the Board of Directors will serve staggered three-year terms. Directors will be appointed at the annual meeting. For these annual elections, the Board of Directors shall nominate from among the membership, a slate to be presented to the Society. The Society members present at the annual meeting shall elect three Directors by majority vote. Additional nominations may be made from the floor at the annual business meeting.

Section 6. Any officer or agent of the Society may be removed from his/her position as an officer or agent by a majority vote of the Board whenever in its judgment the best interests of the Society will be served thereby.

Section 7. The Executive Director shall preside over all meetings of the Society and the Board. Meetings may consist of the annual meeting or any e-mail or teleconference communications initiated by the Executive Director or three members of the Board. Although a non-voting member, the Executive Director may cast a vote in any matter of the Board of Directors to break a tie vote. The Executive Director shall serve on a year-to-year basis at the discretion of the Board. Any executive board member can call for a vote of confidence to be held at the board meeting to determine if the Executive Director will continue to serve in the next year. 

Section 8. Should a vacancy on the Board of Directors or in any other office occur, it shall be filled through appointment by the Executive Director with the discretion of the Board; the appointed individual shall serve as an acting member until the full membership meets to approve them. The Executive Director shall appoint committees and shall be an ex-officio member of all standing and special committees.

Section 9. The Treasurer, in the absence of the Executive Director, shall preside at all meetings of the Society and of the Board and shall assume, for that meeting, the Executive Director’s powers and authority. Should a vacancy arise in the office of the Executive Director, the Treasurer shall succeed as Acting Executive Director, until a new Executive Director is appointed. The Treasurer shall receive all funds paid to the association, shall deposit same in the official depositories, and shall expend same on approval of the Board. The Treasurer shall sign all checks. The accounts and books shall be at all times open to the inspection of the Executive Director and the Board. The Treasurer shall report on the Society’s financial records annually. The Treasurer shall submit a report at the Annual Board Meeting and at such other times as the Executive Director and the Board may require.

Section 10. The Secretary shall keep the records of attendance at meetings and minutes of the meetings of the Society at which any Society business is transacted or discussed. The Secretary shall submit minutes of Board and Member meetings at which official business is discussed at the Annual Board Meeting and at such other times as the Executive Director and the Board may require.

Section 11. The Editors shall be responsible for the editing and publication of Material Culture and PAST. The Book Review Editor shall be responsible for working with the Editor of Material Culture to solicit and edit of book reviews for Material Culture, and for overseeing the distribution of books to committee members serving on book-award committees. The Editors and Book Review Editor shall submit a report at the Annual Board Meeting and at such other times as the Executive Director and the Board may require.

Section 12. The Archives of the Society will be maintained at the University of North Carolina at Wilmington.

ARTICLE V - MEETINGS

Section 1. The Annual Conference of the Society shall be held at such time and place as the Board may designate. Written notice of the time and place of such meeting shall be posted on the society’s website and/or sent electronically to each member of the Society at least thirty (30) days in advance of the date fixed for such meeting.

Section 2. The Business Meeting of the members shall coincide with the Society's Annual Conference.

Section 3. Board meetings may be called by the Executive Director or by three members of the Board. Meetings may be in person or via e-mail or teleconference. In the event that the Society’s Annual Conference is not held in a particular year, the Executive Director shall call a board meeting to conduct the Society’s annual business. If it cannot be held in person, this meeting shall be held electronically.

Section 4. All meetings of the Society shall be conducted according to Robert's Rules of Order, except where the bylaws of the Society supersede them.

Section 5. Five voting members of the Board shall constitute a quorum.

Section 6. Special meetings of the members, for any purpose or purposes, may be called by the Executive Director or three members of the Board, or by a simple majority of the members of the Society. Whenever, in the judgment of the Board, any questions arise that should be put to a vote of the membership, and when it deems it inexpedient to call a Special Meeting for such purposes, the Board may, unless otherwise required by these bylaws, submit such matter to the membership in writing by email for vote and decision, and the question thus presented will be determined according to a majority of the votes received by email within thirty (30) days after such submission to the membership just as though the votes were cast at any meeting of the Society provided that in each case votes of at least twenty-five (25) of the members entitled to vote are received. Any and all actions taken in pursuance of mail vote in each such case will be binding.

ARTICLE VI PUBLICATIONS

Section 1. Members of the Society shall receive all regular, periodic publications of the Society. These publications may be further distributed selectively for the purpose of promoting the program of the Society.

Section 2. The Society may publish books and monographs on subject matte pertaining to the purposes of the Society, these will be made available for purchase by Society members prior to their being offered to the general public. The Society shall publish such additional publications as the Board deems appropriate.

Section 3. The Society may maintain an online presence through web sites, social media, and other appropriate electronic means, and may distribute publications electronically and/or in print.

Section 4. Authors will be encouraged to write under the imprint of the Society. To facilitate this objective, the files and archives of the society shall be available to any member of the Society. Appropriate credit shall be given to the Society for any use of its Material.

ARTICLE VII COMMITTEES

Section 1. The Executive Director shall have the power to establish and disband various advisory committees, both standing and special, and their respective chairpersons, with the advice and consent of the Board, with the exception of the Executive Nominations Committee, which shall be elected by the members of the Board. The number of members serving on any said committee shall be not less than two. Section 2. Committee Chairpersons shall report at the Annual Board Meeting, or via e-mail to the Executive Director.

ARTICLE VIII AWARDS

The Society shall encourage meritorious achievements in its fields of interest through the giving of awards. The contributions may be in research, applied research, writing, teaching, committee work, administrative work, historic preservation, or other aspects of material culture.

ARTICLE IX GIFTS

Gifts may be accepted for the general us of the Society, subject to the approval of the Executive Director. The Executive Director shall report all such gifts to the Board of Directors at the annual meeting.

ARTICLE X INDEMNIFCATION

Section 1. Each person now or hereafter a director or officer of the corporation and their heirs, executors and administrators shall be indemnified by the corporation against all claims, liabilities, judgments, settlements, costs and expenses, including all attorney’s fees, imposed upon or reasonably incurred by him in connection with or resulting from any action, suit, proceeding or claim to which they are or may be made a part by reason of their being of having been a director or officer of the corporation, whether or not a director or officer at the time such costs or expenses are incurred by or imposed upon him, except in relation to matters as to which they shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of their duties as such director or officer. In the event of any other judgment against such director or officer or in the event of a settlement, the indemnification shall be made only if the corporation shall be advised, in case none of the persons involved shall be or have been a director, by the Board of Directors of the corporation, and otherwise by independent counsel to be appointed by the Board of Directors, that in their or its opinion such director or officer was not guilty of gross negligence or willful misconduct in the performance of their duty, and in the event of a settlement that such settlement was or is in the best interest of the corporation. If the determination is to be made by the Board of Directors, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which they may be entitled under any by-laws, agreement, or otherwise.

Section 2. No financial obligations in excess of funds available in the treasury shall be assumed by the Board, or by any officer on behalf of the Society, except: when approved by a majority vote of the membership of the Society present at the Annual Business Meeting; and that estimated receipts from annual dues and other accounts receivable from the current year may be considered as available funds.

ARTICLE XI – PERSONAL FINANCIAL INTEREST 

No person with any financial interest in any concern doing business with the Society shall hold any office in the Society. No Officer or Board Member individually, or any individual having any financial interest in any concern in which any Officer or Board Member has any interest, may be party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of the Society.

ARTICLE XII DISSOLUTION

In the event of the termination, dissolution or liquidation of the Society in any manner, for any reason whatsoever, its assets, if any, remaining after the payment of all the liabilities of the Society, shall be distributed to one (1) or more organizations with similar purposes and exempt from federal income tax under Section 501 ( c ) 3 of the Internal Revenue Code, as amended, in such manner and in such proportions as shall be approved by the vote of two-thirds (2/3) of the Members at any meeting of the Members for which at least thirty (30) days prior written notice has been given.

ARTICLE XIII AMENDMENTS

These bylaws may be adopted, changed, added to, or deleted by a majority vote of the Society’s Members under the following conditions:

  1. Any alterations of the bylaws shall be warned to the membership at least 30 (thirty) days prior to the Society’s Annual Business Meeting.
  2. Alterations shall first be approved by a majority of the Board of Directors at a regular Board meeting.
  3. If the Board of Directors has approved the proposed bylaws changes, the Executive Director shall present the proposed changes to the Members at the next Annual Business Meeting following the Board’s approval.
  4. The Members of the Society shall vote on the bylaws changes at the Annual Business Meeting, provided a minimum of 25 (twenty-five) Members are in attendance at the meeting. A majority vote of the Members in attendance at the meeting shall constitute passage of the proposed alterations to the bylaws.

(Revised: October 2021)