Bylaws

Bylaws of SIGILLVM (Approved board meeting as amended June 28, 2011) - revised November 21, 2011


Article 1. Name and offices

1.1. Name

The name of the organization is Sigillum.

1.2. Location 

Any offices will be located in the United Kingdom.   

1.3. Mission statement

Sigillum is an international organization to support interest in, and the study of  seals, both the impressions that authenticated documents and the dies from which they were made.

Its objectives are to:

  • Encourage and diffuse best practice in technical and scientific research related to seals and sealed documents (archival use and storage, conservation, teaching and research)
  • Promote research, teaching and publications related to all types of seals and sealed documents in all contexts (archives, museums, archaeological services, universities, schools, and private collections)
  • Encourage the use of seal and seal matrices in the study, teaching and writing of history (of all kinds, including social history and art history), archaeology, palaeography, archival studies, and other allied subjects.

Article 2. Board of Directors

2.1. General Powers

The business and affairs of the organization shall be conducted by the board of Directors. It shall establish the strategic direction, select, evaluate and, if necessary, replace any executive officer. It will ensure that the organization has the resources to accomplish its objectives, monitor management and assure that the organization operates responsibly, ethically and effectively. It will establish and carry out an effective system of governance.

2.2. The composition of the Board of Directors

The board shall be composed of no less than six members nor more than fifteen. The exact number will be decided as needed by the board. The executive officer (if one) shall be an ex-officio member of the board. If any of these Directors cease to be a Director, the remaining number have the power to elect another in their place. The existing Directors can co-opt new Directors.

The Directors, or members in a particular region, may create local or national branches as required.

The board may establish term limits for the members.

2.3. Nomination of Directors

Any funding member of Sigillum may recommend candidates to the Board, who will appoint a committee to recommend candidates for election.

2.4. Election of Directors

Directors will be elected from the slate proposed by the subcommittee at the annual meeting at which a quorum is present or represented by proxy, or is in attendance by electronic means. Interim appointments of one year may be made under the same conditions whenever needed.

2.5. Removal of Trustees

The board may remove any director by a 2/3 majority vote of the total number of directors. Electronic polling is allowed. Directors may suspend a Director pending final determination and the Directors must be advised of the reasons for termination at least 2 weeks before the formal vote.

2.6. Annual and Regular Meetings

An annual meeting shall be held on a set date and entered into the bylaws.

2.7. Special Meetings

Special meetings of the Directors may be called by the Chair, or any three directors and the date and location of the meeting sent to all directors at least two weeks in advance.

2.8. Quorum

A majority of the board shall constitute a quorum for transaction of business.

2.9. Telephone meeting Permitted

Members of the board of Directors or any committee designated by the board can participate by phone, skype or the internet and shall be considered as present as long as they can speak and  hear each other.

2.10. Conflicts of  interest

A board member with an apparent conflict of interest should abstain from the vote, but shall still be counted as part of the quorum.

2.11. Compensation

The Directors will generally serve without compensation. However the board may authorize payment for specific services such as the maintenance and editing of the website if these are undertaken by a Director.

Article 3. Membership Section

3.1. Membership 

Members of the organization are those current on their annual contribution.

Article 4. Officers of the Board

4.1. Officers

The officers of the organization shall be the Chairman, a Secretary, a Treasurer and such other officers as shall be designated by the board.

A Chairman (or Convenor) will be appointed by the Directors. The Chairman will chair meetings (real and virtual), represent the Group, initiate and encourage meetings and conferences of those interested in seals, and encourage the expansion of the group.

A Secretary will record the meetings of the Directors. The Secretary will assemble and maintain the permanent files of the organization.

A Treasurer will be appointed by the Directors. The Treasurer will open accounts in the name of the group. Such accounts will be in the United Kingdom. The Treasurer will receive subscriptions from members of the organization at a level to be determined by the Directors. The Treasurer will pay out moneys from those accounts and will render an account of expenditure to the Directors at the annual meeting.

A Web Manager will be appointed by the Directors. The Web manager will establish a website and be responsible for maintaining and editing the content supplied.

A Newsletter Editor will be appointed by the Directors. The Newsletter Editor will gather information and use from the members of the group and pass it to the web manager for placing on the website.

A Membership Manager will be appointed by the Directors. Membership is open to all on payment of the appropriate subscription. The Membership Manager will be responsible for maintaining the list of members and their contact details, and for liaising with the Treasurer concerning the payment of their subscriptions.      

4.2 Election, term and removal

The officers are elected at the annual meeting will serve for the term decided by the board, but  not longer than 3 years. Any serving officer can be re-elected for additional terms. The board has the right to terminate an officer by 2/3 vote.

Article 5. Committees of the Board

5.1. Committees

The Board may appoint standing or ad-hoc committees as needed. The committees should be chaired by a board member, but service on committees is open to all members.

5.2. Minutes

Committees will submit minutes of their meetings to the Chair and the Secretary.

Article 6. Contracts, deposits, and funds

6.1. Fund Management

The Treasurer shall be responsible for the collection and deposit of all funds due the organization and will assess and pay all debts. 

6.2. Accounts

 The Treasurer will submit a detailed account of income and expenses and the balance of all accounts annually at the annual meeting. They should be distributed to the board, by email, two weeks before the annual meeting. The board may request a more frequent accounting at any time.

Article 7. Books and Record

7.1. Records 

The Secretary of the organization shall keep correct and complete books and records of accounts and shall keep a summary of the meetings of the board and any committees with the authority of the board.

Communication on which the Secretary and Chair are not addressed or copied will not be considered records of Sigillum.

7.2. Lists 

The Secretary shall also keep a complete record of the names and addresses of all board members eligible to vote.

7.3. Access to Records 

Any Director or his or her agent or attorney may inspect the records of the organization for any purpose at any reasonable time.

Article 8. Non-liability of contributors

8.1. Liability

No contributor to the organization shall be liable for the acts of the Directors, its agent or representatives.

Article 9. Amendments

9.1. Amendments

These bylaws may be altered, amended or repealed and new bylaws adopted by a 2/3 majority of the Directors present at a regular or special meeting of the board, if at least 10 days prior to the meeting, the amendments to the bylaws are mailed to the board.

10. Dissolution

10.1. Funds 

In the event of Sigillum needing to be wound up, the Directors will pay its funds (if any exist) into another archival or historical body with similar interests.

10.2. Records, lists etc.

The Directors will determine the disposition of the records, minutes and lists.