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Bylaws

August 12, 2011

1. Name and Seat

1.1 The name used by the association in every day communication is “EXARC: International Association of Archaeological Open-Air Museums and Experimental Archaeology”.

1.2 The address of the EXARC website is exarc.net.

2. Object

2.1 EXARC and ICOM
2.1.1 EXARC is an ICOM affiliated organisation. ICOM is the International Council Of Museums.
2.1.2 The activities of EXARC are governed by the ICOM Statutes and Code of Ethics, in accordance with ICOM's current Strategic Plan.
2.1.3 EXARC is represented at ICOM by its Chairman or representative, and at the ICOM General Assembly as determined by the ICOM Policies.
2.1.4 EXARC’s Charter and bylaws are drawn up in concordance with the ICOM Rules for Associated Organisations.
2.1.5 EXARC shall operate within the generally accepted framework of ICOM with respect to EXARC’s specific theme.
2.1.6 The Chairman of EXARC shall ensure that EXARC’s activities and financial accountability do not compromise ICOM.

3. Membership

3.1 Membership process
3.1.1 Following article 3.2 of the Charter, conferment of member status requires the confirmation of the Board.
3.1.2 Anyone applying for membership must fill out the survey on the EXARC website. The Director will consult with neighbouring members to see if there are objections to the application. (Grounds for an objection include: non-compliance with the provisions of the association, breaking the law in the respective country, or propagating political or religious ideas in a manner not fitting with the ethics of the association). The consultation period shall last for six weeks after which the Director will pass his / her findings to the Board. The Board will respond to the applicant within a further four weeks.
3.1.3 If an application for membership is denied by the Board, the Board will inform the applicant of the decision and will off an opportunity to appeal. Appeals are considered at the next Board meeting after the request for appeal is made. If the Board refuses an application, the decision is binding for 36 months.
3.1.4 The EXARC membership application process is open to all ICOM members in good standing upon request and without undue delay or restrictions.

3.2 Termination of membership Following articles 3.5, 4.a and 5 of the Charter, membership will be terminated by the Board when a member has not paid their fees for two calendar years.

4. Member’s Obligations

4.1 Subscription fees
4.1.1 Following article 4 of the Charter, the current subscription fees are detailed on the website. Copies of this information are also available upon request to the Board.

4.2 Accountability
4.2.1 Following article 4 of the Charter, the Director makes available on the website the charter, the bylaws and current decisions taken by the Board and by the members’ meetings. Copies of these are also available upon request to the Board.

5. The Board

5.1 The role of the Board
5.1.1 Following article 6.1 of the Charter, the Board ensures that the association is led in accordance with the decisions of its own meetings, the Annual General Meeting, the Charter and the By-Laws.
5.1.2 The Board will:
•   Decide on the division of tasks between the Board and the Director
•   Monitor the Director’s work and dispositions
•   Monitor the running of the association, including the accounting, the internal control, budget and ICT
5.1.3 The Board will, when requested to do so by the ICOM Secretary-General, provide a report on the work of the Board for the preceding year(s) for submission to the Executive Council, the Advisory Board and the General Assembly of ICOM.
5.1.4 Following article 6.3 of the Charter, the Chairman of the Board presides over the Members’ meeting and Board meetings or appoints a Board member to do so. If the Chairman is absent, the Vice-Chairman takes this responsibility.

5.2 The role of the Chairman
5.2.1 Following article 6.3 of the Charter, the duties of the Chairman of the Board are to:
•   Preside at all meetings
•   Develop meeting agendas for all regular meetings
•   Develop strategies for the long-term growth of EXARC and represent EXARC in ICOM Maintain the EXARC Charter

5.3 The role of the Vice-Chairman
5.3.1 Following article 6.3 of the Charter, the duties of the Vice-Chairman are to:
•   Perform all the duties of the Chairman in his / her absence, inability or refusal to act
•   Provide direction to the standing and ad hoc committees as needed
•   Ensure the duties of the Director, Secretary, Treasurer and Editor in Chief are carried out in full

5.4 The role of the Secretary
5.4.1 Following article 6.3 of the Charter, the duties of the Secretary are to:
[DETAILS OF ROLE TO FOLLOW]

5.5 The role of the Treasurer
5.5.1 Following article 6.3 of the Charter, the duties of the Treasurer are to:
•   Manage and account for EXARC funds, according to the decisions of the members’ meeting and Board
•   Report on EXARC’s financial status at each meeting
•   Establish clear accountability for all fund usage
•   Create budgets as needed
•   Ensure the duties of the Financial Manager are carried out in full.

5.6 The role of the Director
5.6.1 Following article 6.3 of the Charter, the Board appoints a Director as an employee of EXARC. The Director has no voting rights at Board Meetings but is responsible for:
•   Contributing to the strategic and practical development of EXARC
•   Preparing meeting documents including agendas, technical papers for the Board and members
•   Following up the decisions of the Board and contribute to fulfilling the Association’s objectives and goals
•   Managing contact between the Board and the editorial board of the EXARC journal
•   Carrying out the daily running of the Association
•   Overseeing and maintaining the Secretariat
•   See also Appendix A.

5.7 The role of the Financial Manager
5.7.1 Following article 9.2 of the Charter, the Board can appoint a Financial Manager as an assistant to the Treasurer.
5.7.2. The duties of the Financial Manager are to:
•   Maintain an overview of all expenses and costs over the running year
•   Manage the invoices
•   Pay those bills which are agreed in the budget and sanctioned by the Treasurer
•   Prepare invoices for memberships and the EXARC Journal, keeping a record of outstanding invoices.
•   Provide overview, when required, of expenses and income made divided over proper budget lines.

5.8 The running of the association
5.8.1 Following article 6.1 of the Charter, matters of daily business are discussed between the Director and the Chairman. All communications to the Chairman also go to the Vice-Chairman. If the Chair is unavailable for three days, the Vice-Chairman is empowered to take the necessary decision. Issues of far-reaching significance must be taken by the Board.

5.9 Election to the Board
5.9.1 Following articles 6.3 and 6.4 of the Charter, election to the posts of Chairman, Vice-Chairman, Secretary and Treasurer will take place at the members’ meeting. The Chairman will be elected before the other Board members. Any other positions in the Board are appointed by the Board from within the Board membership.
5.9.2 A majority of the Board membership must be ICOM members, or become ICOM members, within one year of being elected.
5.9.3 A person may be elected to the same position for no more than two successive three-year terms, but may continue as an Ordinary Board member or an Officer of the Board for up to two more three-year terms if subsequently elected to a different position.

5.10 Board meetings
5.10.1 Following article 6.9 of the Charter, any Board member can request a Board meeting. Board meetings are called by the Chairman in writing with at least 3 weeks notice stating the key agenda points. The Chairman may shorten the notice period if special circumstances require it.
5.10.2 The agenda and files for the Board meeting must be made available to the Board members at least seven days before the meeting date unless particular circumstances prevent this.
5.10.3 The Director is responsible for preparing the agenda for the Board meeting, for providing adequate supporting documentation, and for providing recommendations for discussion.
5.10.4 Board members who are unable to attend a Board Meeting should inform the Chair as soon as possible.
5.10.5 Board meetings can be conducted in person or as a teleconference, but the Board endeavours to meet in person twice per year.
5.10.6 Any decisions discussed between the Board members by mail or email must be confirmed by a majority in a Board meeting before they can to take effect.
5.10.7 The Editor in Chief of EXARC publications may attend Board meetings but has no vote.
5.10.8 The minimum agenda for a Board meeting is as follows:
•   List of Board members present and absent
•   Agreeing of the Minutes of the previous meeting
•   Current Finances
•   New members and other member issues
•   Journal
•   Website
•   Any other business
•   Date of the next Board meeting
5.10.9 Board members are required to keep Board business confidential unless authorised to divulge specific details by the Chairman.
5.10.10 Minutes of a Board meeting must be made available to the Board within four weeks of the meeting.

5.11 Workgroups
5.11.1 Following article 6.10 of the Charter, the Board can establish workgroups consisting of members who prepare advice for the Board.

6. The Members’ meeting

6.1 Convening the meeting
6.1.1 Following article 7.1 of the charter, the Secretary shall convene the meeting of members in agreement with the local organisers. The Secretary will also draw up invitations to be extended by the Board to special guests such as:
•   Representatives of the host country
•   Members of the National ICOM Board in the host country
•   Persons whose participation in discussions is desirable.
6.1.2 The agenda of the annual meeting of members must include the following points:
•   Opening
•   Establishing if the AGM is able to take decisions
•   Was the meeting called early enough
•   Setting the agenda (what does this mean?)
•   Annual and financial reports of the previous year
•   Auditors’ Report on the previous year’s finances
•   If agreed, dismissing the old Board following Article 6.4 of the Charter
•   Appointing new Board members
•   Appointing new Auditors
•   Presentation of the plan for the forthcoming year
•   Adoption of a budget for the forthcoming year and setting the annual contribution
•   Mixed matters the members bring to the table Closing
6.1.3 Members have the opportunity to suggest points for the agenda at least ten days before the meeting. Members must be notified of any changes in the agenda within seven days of the meeting.

6.2 Convocation of the meeting
6.2.1 Following article 7.5 of the Charter, a members’ meeting can be called by the Board or by agreement of a minimum of 5% of the membership.
6.2.2 The convocation and other aspects of order of the meeting of members is organised as follows. A call for meeting of members is sent to all members in writing at least three weeks before the meeting, accompanied by the agenda and relevant files, such as (in case of the annual meeting) the report and financial report of the past year. All these files will also be published on the EXARC website at least three weeks ahead. also at least three weeks ahead.
6.2.3 Vacant position(s) on the Board as well as a call for candidates for these positions will be clearly addressed in the convocation for the meeting of members.

6.3 Voting procedures
6.3.1 Following article 7.2 of the Charter, on a member’s request votes may be held by secret ballot. In case of parity of votes a decision shall be reached by drawing lots.

6.4 Proxy votes
6.4.2 Following article 7.4 of the Charter, no member can be authorised to exercise the votes of more than three other members.

6.5 Minutes of meetings
6.5.1 Following article 7.3 of the Charter, the Director will provide all members with minutes of the members’ meeting within two months.

7. The resources

7.1 Expenditure
7.1.1 Following article 9.3 of the Charter, costs incurred on behalf of the association can only be refunded if prior consent for the expenditure has been obtained from the Board. Determining the budget for the running year is one of the priorities of the Board.
7.1.2 Travel costs made on behalf of the association can be reimbursed upon production of proof of the actual costs. All travel costs should be kept to a minimum. Travel by car can be reimbursed at Euro 0,25 per kilometre.
7.1.3 Subsistence costs incurred by Board or other members when fulfilling their tasks for the association are not refundable.
7.1.4 In general, EXARC is unable to pay travel expenses for Board members. If reimbursement is possible from unrestricted funds, the amount will be determined by the Board.

7.2 Auditing Following article 9.4 of the Charter, the meeting of members may appoint 2 auditors from their membership. The auditors are required to check the books and advise the annual meeting about discharging the Board or not. The Board shall hand over any documentation needed for the auditors to come to a complete and valid judgement at least 14 days before the annual meeting.

APPENDIX A: THE Director (formerly EXARC Coordinator)

1. The organisational placement of the position
1. 1 The Board of EXARC employs the Director and acts as the employer.
1.2 The Director has the overall responsibility, professionally and administratively, for the association and the secretariat.

2. Responsibilities of the position
2.1 Daily running of the association
2.2. EXARC’s Secretariat shall have a professional and flexible organisation and is the basic tool to achieve the objectives and goals of the association and its steering documents.
2.3. The Director is responsible for good and sufficient counselling and assistance to members.
2.4. The Director is responsible for advice and practical assistance to the Board and its Chair.
2.5. The Director maintains correspondence, makes minutes and reports, maintains the website and the association’s archive.
2.6. The Director shall be responsible for providing an up to date membership list of voting members to determine eligibility at the time of voting during the members meeting.
2.7. The Director gets all his expenses paid, including travel expenses, excluding subsistence unless decided otherwise.

3. Representing EXARC externally
3.1. The Director shall follow up EXARC’s decisions and actively contribute to policy development and create positive interest in the association and its activities.
3.2. The Director shall represent EXARC administratively in relation to ICOM.
3.3. The Director shall represent EXARC in relation to its members.
3.4. The Director shall represent EXARC in any other bodies decided by the Board.

4. Responsibility for secretarial functions for the EXARC board, AGM etc.
4.1. The Director should prepare calls and items for the Board and other governing bodies.
4.2. The Director is responsible for producing protocols and minutes from meetings of the Board, the Annual General Meeting and similar bodies.
4.3. The Director is in charge of following-up decisions made by the Board, the AGM and similar bodies.
4.4. The Director will report to the Board and to the Annual General Meeting concerning the following-up of decisions.

5. Job Description - Criteria for job fulfilment
5.1. The Director should be a strategic driving force in developing EXARC into a flexible and strong organisation.
5.2. The Director should demonstrate a focused and professional execution of duties.
5.3. The Director has a partial responsibility for achieving objectives and goals of decisions and steering documents of EXARC.
5.4. The Director should maintain good relations with all members.
5.5. The Director should contribute to the professional development of all members.
5.6. The Director should contribute to good communication between the Board, the Chair, and the members.
5.7. The Director should represent professionalism in relation to EXARC’s external partners.

6. Performance Review
6.1. The Board will meet with the Director at least once per year for performance and wage reviews based on the work undertaken in the year. These reviews will include consideration of delivery of agreed objectives and goals, workload and responsibilities of the position and scope for continuing professional development.
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