Article I: Name
The name of the organization shall be the Capital Area Archivists of New York, hereafter referred to as Capital Area Archivists or CAA.
Article II: Objectives
The purposes of the Capital Area Archivists shall be to promote the exchange of ideas among archivists, to encourage excellence in archival work, to provide continuing education opportunities for archivists, and to facilitate the professional work of archivists focused in New York’s Capital Area. CAA recognizes that in order for this mission to flourish, we must actively work against the intersecting structures of white supremacy, misogyny, patriarchy, ableism, heteronormativity, and other forms of oppression that are prevalent in all of the spaces where we work. The CAA commits to doing the work of equity and justice not only by interrupting oppressive individual behaviors but also by fostering an inclusive and welcoming environment that supports our values and goals: making archival resources, knowledge and the profession accessible.
Article III: Membership
3.1 Type of Membership
- Membership in the CAA shall be open to any individual supporting the purposes of the organization and having an interest in archives, manuscripts, or cultural heritage collections, especially those working around New York’s Capital Area.
- Individual Members shall be eligible to vote, hold office, and attend meetings of the CAA.
- Members shall maintain their membership in good standing so long as their annual dues have been paid to the CAA.
3.2 Expulsion from Membership
- Any Member may be expelled from membership for a violation of the Code of Conduct by a majority vote of the Governance Group. This includes formal membership and access to the CAA Listserv.
- Organizers of CAA events and communication spaces other than the CAA Listserv retain the power to expel members from the spaces they organize as described by the CAA Code of Conduct.
3.3 Code of Conduct
- CAA is dedicated to providing collaborative experiences that are free from all forms of harassment and inclusive of all people no matter what the platform or physical space, thus all Members of the CAA agree to abide by the CAA Code of Conduct.
- CAA shall have formal Procedures for Responding to Violations of the Code of Conduct. Responsible reporters shall follow this document when taking reports.
- Any member who is found to be in violation of the Code of Conduct may be asked to leave the relevant event or communication space by either event organizers or Governance Group members. Members in violation may also be expelled from CAA membership in accordance with Section 3.2.
Article IV: Dues
The annual dues of Members shall be decided by a majority vote of the Governance Group. Dues shall cover membership during the January-December fiscal year as described in Article X.
Article V: Roles & Responsibilities
5.1 Governance Group
- CAA shall be governed by the Governance Group, which is made up of four roles:
- Programming & Communication Leader
- Annual Dinner Coordinator
5.1.1 Chair duties:
- Shall arrange Governance Group meetings
- Shall set agendas for and lead each Governance Group meeting
- Shall assign a notetaker to document each meeting
- Shall maintain Governance Group records
- Shall appoint Operations Officers annually and shall announce appointments to CAA membership
- May charge ad hoc committees or initiatives
- Shall lead the Governance Group in an annual review of Code of Conduct
- Shall be a Code of Conduct responsible reporter
5.1.2 Vice-Chair duties:
- Shall manage the CAA Listserv and membership list
- Shall openly solicit candidates for elections.
- Shall work with the Website Manager to facilitate elections.
- Shall be a Code of Conduct responsible reporter
5.1.3 Programming & Communications Leader duties:
- Shall write updates and announcements to members as appropriate
- Shall work with the Website Manager to post items to the CAA website
- Shall utilize a wide range of communication tools, such as the listserv, website, social media to share information about CAA and repositories within the region.
- Shall solicit programming and content from membership
- Shall delegate the organizing of events and other programming to programming leaders among the CAA membership
- Shall send out calls for programming leaders from membership
- Shall liaise with and support programming leaders
- May develop relevant programming if opportunities arise and capacity is available
- Shall be a Code of Conduct responsible reporter
5.1.4 Annual Dinner Coordinator duties:
- Shall organize the CAA annual dinner.
- May appoint an Annual Dinner Committee for assistance and delegate roles to committee members as they see fit.
- Shall openly solicit volunteers for the dinner committee annually.
- Shall report a budget for each dinner for approval to the Governance Group, yet may delegate budgetary assistance to dinner committee members.
- Shall work with the Vice Chair to obtain dues from members.
- Serves as the CAA lead financial officer and shall ensure that CAA funds are managed in an fiscally responsible and ethical and sustainable manner.
- Shall disburse CAA funds in collaboration with the Governance Group.
- Shall report CAA financial status and funding levels to the Governance Group on request, no less than once per fiscal year.
- Shall be a Code of Conduct responsible reporter.
5.2 Operations Officers
- The Operations Officers shall assist the Governance Group in fulfilling specific functions. Each officer shall be appointed annually by the chair and the appointment shall be announced to all members.
5.2.1 Website Manager
- Shall be appointed annually by Governance chair
- Role is listed on CAA website and announced annually
- Maintains CAA web presence
- Creates online polls for annual elections
- Works with Programming & Communications Leader to post updates to website
- Joins Governance Group meetings when appropriate
- May concurrently run as a candidate for, and serve on the Governance Group
Article VI: Governance
6.1 Terms of Office
- The Vice Chair shall be elected to serve a two year term and shall serve as Chair during the second year.
- The Programming & Communications Leader and Annual Dinner Coordinator shall each serve two year terms on offsetting years.
- For only the first year the Bylaws are in force, the Chair and the Annual Dinner Coordinator shall be elected for one year terms.
- The Vice Chair annually shall announce a call for nominations for open Governance Group positions to all members.
- Elections of nominated candidates for open Governance Group shall be held annually.
- Elections must be announced and made available for all members to participate.
- Candidates shall be elected by a plurality of votes cast.
- If 2022 is the first year the Bylaws are in force, all Governance Group positions will be open. The Chair and Annual Dinner Coordinator are elected for one year terms; the Vice Chair and Programming & Communication leader are elected for two year terms.
- In 2023, the past Vice Chair becomes chair, and the Vice chair and Annual Dinner Coordinator are open.
- In 2024, the past Vice Chair becomes chair, and the Vice chair and Programming & Communication leader positions are open.
- Any Governance Group member may resign at any time by written or spoken notice to the Governance Group. Such resignation shall take effect at the time therein specified, and the acceptance of such resignation shall not be necessary to make the resignation effective.
- Any Governance Group member may be removed from office for cause by a majority vote of the remaining Governance Group members.
- In the event of the death, resignation, or incapacity of any Governance Group member, the Governance Group shall make an appointment by majority vote to fill the vacancy to complete the vacant term.
- The Governance Group Chair may charge ad hoc committees or initiatives.
- The CAA financial resources are stewarded by the Governance Group.
- Major financial decisions, such as approving the CAA annual dinner budget, shall be decided by a majority vote of the Governance Group.
- The Annual Dinner Coordinator serves as the lead financial officer of CAA and is responsible for non-major financial decisions and depositing and dispensing funds.
- The Annual Dinner Coordinator as well as at least one additional Governance Group member shall be signatories on CAA financial accounts at all times.
Article VII: Meetings
7.1 Meetings of the Governance Group
- The CAA Governance Group shall meet at least one time each fiscal year. All members of the Governance Group shall be notified in advance of the meeting.
- The Chair or two or more other members of the Governance Group may call meetings of the CAA Governance Group.
- The minimal annual business of the CAA Governance Group consists of
- Code of Conduct review
- Assure that the Annual Dinner Coordinator and at least one additional Governance Group member are signatories on CAA financial accounts in accordance with Section 6.8 (d)
- Annual Dinner Coordinator shall provide a report on CAA’s financial status and funding levels
- Appointment and announcement of the Website Manager
- Open call for assistance in serving on the Annual Dinner Committee
- Open call for nominations for Governance Group roles open at the end of the current term
- Elections for Governance Group roles open at the end of the current term
- A quorum for the purposes of transacting business shall consist of a majority of the Members present and voting.
Article VIII: Records (i.e. Meeting Minutes)
The CAA shall maintain appropriate documentation of Governance Group meetings and other CAA events, such as the annual dinner. Documentation shall be made available to the CAA membership.
Article IX: Communication
The CAA shall maintain appropriate and accessible communication to all members of the CAA (i.e publications, website, newsletters).
Article X. Fiscal Year
The fiscal year for CAA will be January to December. Membership dues and Governance Group terms of office shall both coincide with the fiscal year.
Article XI. Indemnification
10.1 The organization shall indemnify:
- Any person made or threatened to be made a party to any action or proceeding by reasons of the facts such a person, or such person’s testator or intestate, is or was an Officer, Director, employee, or agent of the organization under the authority of the Bylaws;
- Any officer, employee, or agent of the organization who served any other organization, joint venture, or association of any type in any capacity at the request of the Board as authorized by these Bylaws, in the manner and to the maximum extent permitted under the Not-For-Profit Law of New York, as amended from time to time.
- The organization may, at the discretion of the Board, purchase and maintain insurance pursuant to indemnification as described in Article 10, Section 1, and indemnify all other corporate personnel to the extent permitted by law.
Article XII: Amendments
These Bylaws may be amended by the affirmative vote of a majority of the Members at any meeting of the Members duly called and held in accordance with these Bylaws .
Article XIII: Dissolution
13.1 Dissolution of the Capital Area Archivists
- Dissolution of the CAA shall be accomplished by a two-thirds vote of the membership.
- In the event of the dissolution of the CAA, any assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue code, or corresponding section of any future Federal tax code, or shall be distributed to a non-profit organization with a public purpose consistent with the objectives of CAA.
- In the event of the dissolution of the CAA, no dividends or other distribution of any of the property of the CAA shall be made to any Member, Officer, Director, employee, or agent thereof or any other person having a personal and private interest in the activities of the CAA, but all such property and assets shall be applied to accomplish the general purposes for which the CAA is organized, subject to the approval of a Justice of the Supreme Court of the State of New York.
- In the event of the dissolution of the CAA, the records and papers of the CAA shall be given over to an archival repository determined by a plurality vote of the Board.
Article XIV: Miscellaneous
14.1 Governing Law
These Bylaws are governed by and shall be construed in accordance with the law of New York State, excluding any conflict of laws rule or principle that might refer the governance or the jurisdiction of these Bylaws to the law of another jurisdiction.
The headings given to the provisions of these Bylaws are inserted for reference purposes only and are not to be considered as a part of these Bylaws in interpreting its provisions.
All words used in these Bylaws in any gender shall extend to and include all genders, and any singular words shall include the plural expression, and vice versa, when the context or facts so require, and any pronouns shall be taken to refer to the person or persons intended regardless of gender or number.
If any provision of these Bylaws or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of the Bylaws and the application of that provision to other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.
*The Bylaws superseded the Constitution March 24, 2022.