APTNE Bylaws 

Adopted 8/8/2003; Revised 3/4/06 (AGM); Approved 12/3/10 meeting; Revised 2014. Approved 9/2014 meeting. Revised and Approved 10/6/21

Article I - Introduction

Article II – Membership

1. Membership is open to any person interested in preservation technology and in furthering the aims of APT International. Membership in good standing shall be dependent upon the payment of annual dues. The classes of membership shall be:

1. Individual Member: a real person with an interest in preservation technology.
2. Corporate Member: A corporation, business, not-for-profit, educational institution, or other organization which will further the aims of the organization. Corporate members will be accepted for membership after review by and a majority vote of the Board. Sponsor: A corporation, business, not-for-profit, educational institution, or other organization which will further the aims of the organization. Sponsors shall be represented by one person who shall have all the rights and privileges of an Individual Member. The representative of a Sponsor shall not be eligible to simultaneously be an Individual Member.
3. Sponsor Member: A person that is given one of the complimentary memberships as designated by Sponsor level. A Sponsor Member shall have all the rights and privileges of an Individual Member.
4. Student Member: A person enrolled half-time or more in an accredited preservation program, a preservation certificate program, a graduate degree program, a college degree program, a high-school diploma education, or a trade union apprenticeship program. Student members shall have all rights and privileges of Individual Members.
5. Emerging Professional: A person who has recently graduated from a high school/college/graduate/post-graduate degree, preservation certificate program, or completed a trade union apprenticeship program within the last five (5) years. Emerging Professional members shall have all rights and privileges of Individual Members.

2. Term of Membership: Membership term is based on the calendar year: January 1 to December 31. New members that sign up ninety (90) days or less form the end of the year will receive membership for the current year, plus the following year.
3. Dues: The Board shall determine the annual dues for each class of membership. The annual cycle for dues begins on January 1.
4. Resignation: A member may resign from membership by sending written notification to the President of the corporation. Any dues paid shall be forfeited.
5. Removal: The Board of Directors can vote to remove any member for cause, at a meeting of the Board. The member shall be provided with written notice at least thirty (30) days prior to the meeting. A vote of two-thirds (2/3) of the Directors present at the meeting shall be required to remove a member.

Article III – The Board

1. Duties: The affairs of the corporation shall be managed by the Board. The Board shall be composed of the Officers and the Directors.
2. Membership of the Board: The Board shall consist of no more than twenty-one (21) members, with at least eleven (11) Directors, not including at least four (4) and no more than six (6) Officers, as described in Article IV, elected prior to the Annual General Meeting. The term cycle for board membership begins at the Annual General Meeting, unless specified otherwise.
3. Qualifications: Any member in good standing shall be eligible for a position on the Board. Board members must remain members of the corporation in good standing.
4. Meetings: The Board shall meet at least quarterly, in addition to the Annual General Meeting with the membership. The time and place of the Annual General Meeting shall be determined by the President, who shall provide fourteen (14) days notice to the Board.

1. Special meetings may be called by three (3) Board members acting in concert. Such meetings shall take place no less than ten (10) days after the call for the meeting has been delivered to the Board.
2. The President may call special meetings of the Board within twenty-four (24) hours for any purpose. 
3. Meetings must be accessible to the entire Board and can take place in person, via telephone or by electronic means utilizing the Internet.

5. One more than majority of the total number of Board members shall constitute a quorum.
6. Resignation: The President may resign by tendering a letter of resignation to the Secretary of the corporation. Other Board members may resign by tendering a written letter of resignation to the President. Such resignations shall be effective immediately.
7. Removal: The Board, at its discretion, can remove any Board member by a two-third (2/3) vote of the Board members present at a meeting. This can be a regular meeting, special meeting or the Annual General Meeting.
8. Vacancies: Should the number of Board members be reduced for whatever reason, the President, working with the Nominating Committee, can appoint a member of the organization to serve on the Board until the next Annual General Meeting. The Board need not act to fill vacancies before the Annual General Meeting unless the number of Board members falls below fifteen (15).
9. Attendance: Board members are required to attend at least 50% of all Board meetings held between the Annual General Meetings. Lack of attendance can be grounds for dismissal from the Board.
10. Term Limits. Directors shall serve up to two (2), 3-year terms, or other term(s) as determined by the Nominating Committee or by a two-thirds (2/3) vote of the Board. In no instance shall a Board Member serve more than 12-years, including any years spent in as an Officer, prior to rotating off the Board and becoming an eligible candidate for a new term.

Article IV - Officers

1. The corporation shall have the following officers:
1. President.
2. Vice President.
3. Secretary.
4. Treasurer.
2. The corporation may also have the following officers within a given year:
1. Immediate Past President, unless this person resigned or was removed by the Board.
2. Immediate Past Treasurer, unless this person resigned or was removed by the Board.
3. The Officers shall be elected by the Board at or before the Annual General Meeting for a term of one (1) year that begins at the beginning of each year’s Annual General Meeting and continues until the beginning of the next Annual General Meeting. The maximum number of years an Officer can serve on the Board in any and all capacities is four (4) years, with the exception of the Past President and Past Treasurer. Should any office become vacant, it shall be filled by a member of the Board by a majority vote of the Board.
4. The President: The President shall be the Chief Executive Officer of the corporation. The President shall call and preside at all meetings. The President shall transition all necessary responsibilities, understanding that some of these responsibilities extend beyond the term of office. The President’s powers shall include:
1. Vote only to decide tie votes.
2. Appoint the Committee chairs, with the approval of the Board.
3. Serve as an ex-officio member of all committees, except the Nominating Committee.
5. The Vice President: The Vice President shall perform the duties and exercise the powers of the President in the President’s absence or disability; and shall have other powers and duties as prescribed by the Board.
6. The Secretary: The Secretary shall keep the minutes of the Board’s meetings, and publish same for the use of the membership. The Secretary shall file all necessary reports required by corporate status. 
7. The Treasurer: The Treasurer shall maintain the financial records of the corporation, and collect and disburse funds as authorized by the Board. The Treasurer shall file all necessary reports required by corporate status. The Treasurer shall transition all necessary financial responsibilities, understanding that some of these responsibilities extend beyond the term of office.
8. The Immediate Past President. The President shall transition to the office of Immediate Past President and their term of office shall be extended by one year, upon approval of the Board.
9. The Immediate Past Treasurer. The President shall transition to the office of Immediate Past Treasurer and their term of office shall be extended by one year, upon approval of the Board.

Article V - Committees

1. The Organization shall have the following standing committees:
1. Executive Committee.
2. Nominating Committee.
3. Sponsorship and Membership Committee.
4. Programming Committee.
5. Symposium Committee.
6. Student Outreach Committee.
2. The Executive Committee shall consist of the officers of the corporation. It shall be empowered to act for the corporation between regular meetings of the Board.
1. Minutes of all meetings of the Executive Committee, whether held in person, by telephone, or by other electronic means, including any decisions made and actions taken, shall be forwarded to the members of the Board within forty-eight (48) hours of the meeting.
3. The Nominating Committee shall be responsible for elections of Board Members and shall advise the President and the Board of matters relevant to the operation and procedures of the Nominating Committee. The Nominating Committee shall provide the call for Board Nominations, review the submitted Board Nominations, determine which candidates are eligible for board membership, assist in creation of the board nominations ballot for distribution to the APTNE membership, and break any tie votes, as necessary. Decisions by the Nominating Committee with regard to all elections shall be final. Nominations committee shall be composed of current or former Board Members with at least two years of Board term.
4. The Sponsorship and Membership Committee shall manage the process of sponsorship outreach and organize membership drives as directed by the Board. This committee shall review and determine the various levels of sponsorship and membership costs and benefits, for review by the overall Board. This membership listing shall be maintained by the APTNE administrator.
5. The Programming Committee shall organize events to advance the mission of the organization. It shall be responsible for educational and networking programs of live and/or virtual settings outside of the annual Symposium. It shall coordinate with other standing and Ad Hoc committees, e.g., Communications, Membership and Sponsorship, and Student Outreach, as required for public outreach.
6. The Symposium Committee shall organize the annual Symposium including proposing the theme to be approved by the Board; providing the Call for Abstracts for distribution; providing recommendations of abstracts for final Board approval; coordinating the venue, accommodations, catering, printed materials, programs; and organizing the day of the event, as necessary.
7. The Student Outreach Committee shall be responsible for engaging students of all ages and emerging professionals by actively participating in student outreach opportunities. The student membership committee will work both independently and with other committees to ensure that technical programming, networking events, and outreach efforts developed through APTNE encourage active and diverse student contributions and participation. The Committee may elect to include up to three student liaisons (i.e., current students or graduates within the past year) for a 1-year term to attend committee meetings as non-board members.
8. The Board may form any number of Ad-Hoc Committees to advance the purpose of the corporation. A member of the Board shall sit on each ad hoc committee and serve as the liaison between the committee and the Board.
9. Committee membership of Standing and Ad-Hoc committees shall be primarily made up of Board members but may also include membership by current APTNE members in good standing, unless otherwise noted. All committee chairpersons shall be a member of the Board.

Article VI – Annual General Meeting and Special Meetings of the Corporation

1. The Annual General Meeting shall be held each year on a date fixed by the Board. Notice of the time, place and agenda of the Annual General Meeting shall be given by the Secretary to all members. Such notice shall be given at least thirty (30) days prior to the meeting date.
2. The Annual General Meeting shall be held for the purpose of receiving annual reports from the Officers and Committees, the transaction of such business appropriate to the meeting as proposed by the Board, and for such programs as may be authorized. 
3. Special meetings may be called by Resolution of the Board or by the President. The meeting must be held within thirty (30) days from the day the President receives the Resolution or request. Notice of the time, place and purpose of the Special meeting shall be given at least fourteen (14) days prior to the date assigned for the meeting.
4. Members shall have the right to attend or to participate in all business to be conducted.
5. Each member entitled to vote at a meeting may authorize, in writing, another member to act for him/her by proxy.
6. The President shall preside over all meetings. In the absence of the President, meetings shall be held as herein described in these By-Laws.
7. The Board shall cause an Annual Report to be prepared with respect to the activities of the corporation for presentation to the membership. A year-end Summary of the financial status of the corporation shall be included in the Annual Report.

Article VII - Nominations

1. At the Annual General Meeting or at the next regular meeting of the Board. The Nominating Committee shall be composed of at least three (3) members, including a Chairperson.
2. Nominations to the Board of Directors.
1. The Nominating Committee shall prepare the slate of candidates for election. Each candidate must present a petition signed by at least one (1) member of the Board of Directors and any other requested information, delivered to the Chair of the Nominating Committee within the Board Nomination submission period.
2. The Nominating Committee shall coordinate elections. Ballots for voting on the slate of candidates shall be circulated to APTNE membership for an election period advertised to all members for at least one (1) month.
3. To maintain balanced and populated board as needed, the Nominating Committee may:
1. Assign newly-elected Director(s) to two (2) year terms, which shall be considered to be a full term. Three (3) year terms are to be reserved for those candidates receiving the highest number of votes at the election.
2. Prepare recommendation(s) to President of candidate(s) for appointment should mid-term vacancies arise. Priority shall be given to unsuccessful candidates from previous election according to number of votes received.
3. Take into account term limits as established herein to ensure that no more than one-third (1/3) of the Board is replaced each year. 
3. Nomination of Officers. The Nominating Committee shall coordinate the election of Officers, to be held a minimum of one (1) month prior to Annual General Meeting

Article VIII– Awards

1. The Board of Directors shall establish Awards as it deems appropriate.

Article IX– Amendment to the By-Laws

1. The Board of Directors is authorized and empowered to adopt, repeal and amend the By-Laws of APT Northeast, Inc. as set forth herein. To become effective, the proposed amendment(s) must be:
1. Accepted by the Board of Directors.
2. Circulated to the membership for comment for thirty (30) days from the date of distribution or until the next Annual General Meeting, whichever comes first.
3. Approved by majority vote of the Board of Directors at the close of the comment period as herein described.

Article X - Parliamentary Authority

1. The rules as contained in Robert’s Rules of Order Revised shall govern the corporation in all cases in which they are applicable and to which they are not inconsistent with the Articles of Incorporation or these By-Laws.