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Guide to Conservation Services

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Bylaws of the American Institute for Conservation

SECTION I: PURPOSES
SECTION II: MEMBERSHIPS
SECTION III: DIRECTORS AND OFFICERS
SECTION IV: MEETINGS
SECTION V: ELECTIONS
SECTION VI: DIVISIONS AND DEPARTMENTS
SECTION VII: AMENDMENTS
SECTION VIII: FISCAL YEAR

SECTION I: PURPOSES

1. The general purposes of the American Institute for Conservation of Historic & Artistic Works, Inc. (hereinafter referred to as “AIC”) are to further the purposes as set forth in Article Third of the Articles of Incorporation. AIC is the national membership organization of conservation professionals that advances the practice and promotes the importance of the preservation of cultural property.

2. The specific purposes of the AIC are to:
(a) Advance knowledge by encouraging education, study, and research of all subjects related to the preservation of cultural property; promote proficiency and skill in the practice of conservation; provide opportunities for continuing professional education; publish and disseminate technical and professional information; and improve conservation approaches and methods needed to protect, conserve, and care for cultural property.

(b) Establish, maintain, and promote the Code of Ethics and Guidelines for Practice for all conservation professionals and oppose any influences which would tend to lower such standards.

(c) Publish, sell, circulate, and distribute books, magazines, publications, literature, films, and magnetic tapes and to organize and otherwise participate in exhibitions dealing with the conservation of Historic & Artistic Works.

(d) Promote the awareness of conservation among related professionals and the general public.

(e) Foster effective communication and collaboration with all other professionals involved in the guardianship and preservation of cultural property.

(f) Serve as an advocate for conservation to federal, state, and local government agencies and other organizations.

(g) Solicit funds and receive donations and legacies.

(h) Take all action necessary or desirable in order to effectuate any of the purposes of the AIC provided that such action is in conformity with the provisions of Title 29, Chapter 10 of the D.C. Code and Section 501 (c)(6) of the Internal Revenue Code of 1954.

3. Notwithstanding the aforementioned objectives, general and specific, the Corporation shall not support with its funds or other resources any undertaking which would impose upon it and its members any finding or conclusion that the Corporation were other than a professional business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954.

SECTION II: MEMBERSHIPS

1. Membership shall be open to any person who has shown an interest in the purposes for which the AIC is organized, without regard to race, gender, age, color, religion, disability status, sexual orientation, marital status, ethnic or national origin. In this text “he” and related pronouns are used in the classical sense to denote the person male or female.

2. The Board of Directors shall appoint a Membership Committee consisting of Fellows and Professional Associates. The classes of membership and the election or appointment and the qualifications of each class shall be as follows:

HONORARY MEMBERS
3. (a) The Board of Directors may from time to time in its absolute discretion confer Honorary Membership upon persons whose distinguished contributions to the field of Conservation warrant such designation. Honorary Members shall not be required to pay any fees, dues or assessments.

(b) Honorary Members shall retain the voting rights and entitlements they held prior to their designation as Honorary Members.

FELLOWS
4. (a) Any person who may be considered able through training, knowledge or professional experience, to further the work of conservation in accordance with the purposes for which the AIC is established, and who shall have shown a commitment to these purposes shall be eligible for election as a Fellow.

(b) The initial Fellows of the AIC shall be those members of the IIC-AG in good standing who are professional conservators, scientists or educators in the field of conservation, and who sign a pledge to abide by and uphold the Murray Pease Report and the Code of Ethics for Art Conservators. Application for Fellowships will be received on a form to be approved by the Board of Directors. These completed applications must be received by the Board within one year after filing the Articles of Incorporation.

(d) Applications as a Fellow of AIC other than as provided in Section 5(b) above shall be made in writing and endorsed by five Fellows on a form to be approved from time to time by the Membership Committee and shall be supported by such evidence, examinations and investigations as the Membership Committee may require of the knowledge, skill and experience of the proposed Fellow, and of his fitness to further the purposes of the AIC.

(e) If the Membership Committee is satisfied as to the qualifications and fitness of a proposed Fellow, it shall notify all Fellows of its intent to elect a Fellow and shall allow thirty days for comment thereon by any Fellow. Upon the expiration of such thirty days and after consideration of any such comments, the Membership Committee may declare the applicant elected to Fellowship.

(f) Fellows are entitled to vote on the following:
(1) Election of Officers and Directors;
(2) Amendments to the Bylaws (in accordance with section VII of the Bylaws);
(3) Changes of dues;
(4) And other issues on which a vote is requested by the Board of Directors.

PROFESSIONAL ASSOCIATES
5. (a) Any person who may be considered able through training, knowledge or professional experience, to further the work of conservation, in accordance with the purposes for which the AIC is established, and who shall have shown a commitment to these purposes shall be eligible for election as a Professional Associate.

(b) Application as a Professional Associate of AIC shall be made in writing and endorsed by three Fellows or Professional Associates on a form to be approved from time to time by the Membership Committee and shall be supported by such evidence, examinations and investigations as the Membership Committee may require of the knowledge, skill and experience of the proposed Professional Associate, and of his fitness to further the purposes of the AIC.

(c) If the Membership Committee is satisfied as to the fitness of a proposed Professional Associate and he wishes to be elected as such, the Membership Committee shall declare him to be elected.

(d) Professional Associates must agree in writing to abide by the AIC Code of Ethics and Guidelines for Practice.

(e) Professional Associates shall have the same voting rights as Fellows.

ASSOCIATES
6. (a) Any person who shall have shown an interest in the purposes for which the AIC is organized shall be eligible for election as an Associate. The initial Associates of the AIC shall be the existing Associates of the International Institute for Conservation of Historic & Artistic Works—American Group (hereinafter referred to as IIC-AG) in good standing, residing in North, South, and Central America as of the date of the adoption of these bylaws, and who do not become Fellows or Professional Associates pursuant to sections 4 and 5 above.

(b) Every application for membership as an Associate shall be made in writing on a form to be supplied by and returned to the AIC National Office. Election to the AIC membership as an Associate shall be approved upon receipt of the completed form and upon payment of the filing fee and the annual dues for one year.

(d) An Associate shall have the right to attend meetings, participate in discussions and serve on committees.

INSTITUTIONAL MEMBERS
7. (a) Any corporate body, organization or association which shall have shown an interest in the purposes for which the AIC is established shall be eligible for election as an Institutional Member. The initial Institutional Members of the AIC shall be the existing Institutional Members of IIC-AG in good standing located in North, South, and Central America as of the date of the adoption of these bylaws.

(b) Applicants for Institutional Membership should obtain the appropriate form from the office of the AIC. Membership in this category is granted upon receipt by the AIC office of both the completed application and the applicable fees.

BYLAWS ENFORCEMENT
8. Any person or institution whose application for membership has been denied by the Membership Committee may appeal such denial by filing a petition for review with the President of the AIC within thirty (30) days after receipt of notice of such denial. The Board of Directors shall appoint a Membership Review Committee consisting of five (5) Fellows at least three of whom shall be Directors and two of whom shall have the same specialty as the Appellant. No member of the Membership Committee shall also be a member of the Membership Review Committee. The Membership Review Committee shall review and consider the evidence presented to the Membership Committee and shall uphold such decision unless it shall find such decision arbitrary, capricious or an abuse of discretion.

9. Dues of each class of membership or assessments may be determined by a majority vote at a General Meeting. Dues increases of less than 5% will be approved by a majority vote of the AIC Board. Such dues or assessments will be used only to carry on the purposes defined in Section I. Funds accumulated from these dues or assessments or from grants, gifts or bequests made specifically to the AIC will be held in account and will be administered by the Treasurer of the AIC.

10. Any Fellow, Professional Associate, Associate or Institutional Member of the AIC may resign by writing to the Secretary of the AIC specifying the date on which the resignation shall be effective. Any such resignation will not release the resigning Fellow, Professional Associate, Associate or Institutional Members from any authorized dues, assessments, or other obligations owing to the AIC prior to the date of resignation.

11. Following the failure by a Fellow, Professional Associate, Associate or Institutional Member to pay dues in advance for the fiscal year, he shall be notified in writing of his delinquency in payment of dues by the Treasurer. Any member so notified and failing to respond shall be considered as having willfully forfeited his membership in the organization if payment is not received within thirty (30) days from the date of mailing of such notice by the Treasurer. Upon payment of current membership dues, any former member whose membership has been forfeited for nonpayment of dues shall be reinstated in the same class of membership as that held by said former member. However, if five (5) years have elapsed from the date for such forfeiture, said former Professional Associate or Fellow must apply for membership through the current Membership Committee. Associates and Institutional Members need only file the necessary forms and fees as stated above.

12. Allegations of unethical conduct should be reported in writing to the President of the AIC. Upon receipt of such written allegations the President of the AIC shall within thirty (30) days of receipt of said complaint notify the alleged offender(s) in writing of the charges and shall forward the complaint to the Chair of the Ethics and Standards Committee (as described in Section VI,2,b.) with a request that it determine whether or not the complaint merits investigation. If the Ethics and Standards Committee determines that the matter requires investigation it shall give written notice of its intent to investigate stating with specificity the issues under investigation and setting forth a timetable for the production of evidence. Both the accused and the complainant shall receive the notice and shall be entitled to give written and, at the committee’s discretion, oral testimony, and to provide other evidence for the Ethics and Standards Committee which shall, in turn, present such evidence to the AIC Board of Directors.
After receipt and consideration of the evidence provided by the Ethics and Standards Committee, the AIC Board of Directors will render a written decision containing its opinion and setting forth sanctions, if any, necessary to protect the integrity of the AIC. Such decision shall be made within sixty (60) days of receipt of all evidence.
Such decision is subject to appeal to the Appeals Committee (as a standing committee described in Section VI, 2, c.). Such appeal must be requested in writing within thirty (30) days of receipt of the written decision by the AIC Board. Only the member whose conduct is alleged to be unethical may appeal the decision of the AIC Board. The Appeals Committee shall base its decision solely upon the evidence produced and presented to the AIC Board which shall furnish it to the Appeals Committee within fifteen (15) days of receipt of said request for appeal. The Appeals Committee will enter its decision affirming, reversing or modifying the Board’s decision and will return its decision within sixty (60) days to the Board for appropriate action.
All correspondence regarding such alleged unethical conduct shall be held in strictest confidence by each individual involved.

13. Only Professional Associate and Fellow members are entitled to use the name of AIC or their membership status within AIC in advertising or in representing themselves to the public as professional conservation practitioners.

SECTION III: DIRECTORS AND OFFICERS

1. The Board of Directors shall consist of eight people: President, Vice-President, Secretary, Treasurer, and four Directors all elected by the Fellows and the Professional Associates of the AIC. Each Board member may be either a Professional Associate or a Fellow except the President and Vice-President who shall be Fellows. At least one Director shall be a Professional Associate. The management and control of the AIC shall be vested in the Board of Directors.

2. The officers of the AIC shall be a President, Vice-President, Secretary, and Treasurer, elected by the Fellows, and Professional Associates, and Associates of AIC. During the 1991 elections, the nominees to be officers of the AIC shall be classified as follows: The President and Vice-President shall hold office for a term of two years; the Secretary and Treasurer shall hold office for a term of one year. During the 1992 elections, the nominees to be Secretary and Treasurer shall hold office for a term of two years. During all elections thereafter, only two of the officers shall be elected annually by the Fellows, Professional Associates, and Associates to serve a term of two years. Officers shall hold office for a term ending at the adjournment of the second succeeding General Meeting and until their successors are elected and qualified. Elected and qualified successors shall take office immediately following the General Meeting. All officers of the AIC shall have such duties as customarily pertain to their respective offices, and in addition such other duties as may be delegated to them from time to time by the President.

3. The President and Vice-President shall be eligible to serve no more than two consecutive terms of office.

4. Directors shall hold office for a term of three years. Their term ends at the adjournment of the third succeeding General Meeting and until their successors are elected and qualified. Elected and qualified successors shall take office immediately following the General Meeting. During the 1993 elections, two nominees to be Directors shall be elected so that the number of Directors can be expanded to four. During elections thereafter, nominees to be Directors shall be elected to fill those terms expiring.

5. Should a vacancy occur, the AIC Board of Directors shall appoint an interim Board member. This interim member shall serve until the adjournment of the next General Meeting and may be nominated to stand election to fulfill the remainder of the vacating Board member’s term. Interim service shall not count toward term limits of Board members.

6. Should the Director who is a Professional Associate become a Fellow while in office, said Director will complete the remainder of the elected term. However, another Professional Associate shall be elected as a Director at the earliest possible election.

SECTION IV MEETINGS

1. General Meetings of the AIC will be held annually at a time and place recommended by the Board of Directors. The time and place will be announced in writing not less that thirty (30) days in advance of such meetings by the Secretary. If a General Meeting shall not have been called within fourteen (14) months after the last General Meeting, a General Meeting may be called by ten percent (10%) of the Fellows and Professional Associates. Only Fellows (as provided in Section II, 4(f)), Professional Associates (as provided in Section II, 5(e) and Associates (as provided in Section II, 6(c)) actually present may vote at a General Meeting. Special meetings may be called by the President by writing to all members of the AIC, giving not less than (30) days notice of such meetings. Fellows and Professional Associates may vote by proxy at a special meeting. Notice of a special meeting shall specify the purpose of the meeting and proxy forms will be provided.

2. The Fellows and Professional Associates present at any meeting (excluding proxies in the case of a special meeting) which has been announced in accordance with the provisions of paragraph I of this section shall constitute a quorum, provided that the number is not less than ten. The vote of a majority of a quorum shall constitute the vote of the AIC, except as provided in Section VII.

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Institute in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Institute may adopt.

SECTION V: ELECTIONS

1. The Nominating Committee will name one or more candidates for each elective office and confirm each candidate’s willingness and eligibility to serve if elected.

2. The Nominating Committee shall invite in due time other nominations in writing from the membership-at-large.

3. No further nominations will be accepted after a date three months before the stated date of the General Meeting. At a time two months or more in advance of the General Meeting, the names of the nominees for office will be published to the membership by the Nominating Committee. At the time of the publication of the completed slate, ballots for election will be circulated, and Fellows, Professional Associates, and Associates may vote on the election of Directors and Officers. Completed ballots must be returned to the AIC office, postmarked not less than 30 days prior to the date of the General Meeting.

SECTION VI: DIVISIONS AND DEPARTMENTS

1. The Board of Directors may establish divisions and departments of the AIC as it may determine to be desirable and may make such regulations for the management of same and may discontinue same as it may from time to time determine.

2. There shall be four Standing Committees of the AIC no member of which may also be on the AIC Board of Directors. These shall be the:
(a) Membership Committee consisting of not fewer than three members who are Fellows and at least one Professional Associate for the purpose of processing membership applications. The number of Professional Associates on the committee shall be at least one less than the number of Fellows.

(b) Ethics and Standards Committee consisting of five members including at least three Fellows and no more than two Professional Associates.

(c) Appeals Committee consisting of not fewer than three AIC Fellows appointed by the Board of Directors. The three Fellows of said Appeals Committee shall serve for six (6) years each with a new Fellow to be appointed every other year at the last meeting of the AIC Board of Directors before the General Meeting; except that in 1985, the Board of Directors shall appoint three Fellows, one to serve a term of one year, a second to serve a term of three years, and a third to serve a term of five years. When considering an appeal, the Fellows of the Appeals Committee shall appoint two additional members who shall be full voting members and who shall have the same specialty as the member(s) whose conduct is alleged to be unethical. One of said additional members must be a Professional Associate if the accused is a Professional Associate. The terms of the two additional members shall expire upon completion of the appeals process for which they were appointed.
Should a vacancy occur before a term has expired, the Board of Directors shall appoint a new member to serve out the remaining portion of the term.
Members of the Appeals Committee may be removed for cause only.
The sole purpose of the Appeals Committee shall be to hear appeals of all actions of the AIC Board of Directors taken pursuant to Section II, 12.

(d) Nominating Committee consisting of three members, one of whom may be a Professional Associate or Associate, for the purpose of presenting a slate of candidates for the annual election of Directors and Officers.
The term of office for the Nominating Committee shall be three years. Nominations for the Nominating Committee may be made in writing to the President of AIC or from the floor at the General Meeting. The nomination must be accompanied by a written statement that the nominee is willing to serve. If the nominee is present at the General meeting, an oral indication shall suffice. One new member shall be elected every year at the General Meeting. All members present at the General Meeting shall be eligible to vote for the Nominating Committee.

Should a vacancy occur, the AIC Board of Directors shall appoint an interim member of the same membership category as the vacating Nominating Committee member. This interim member shall serve until elections are held at the next General Meeting and may be nominated to stand election to fulfill the remainder of the vacating member’s term. This election will take place concurrent with the annual election of one new member to the Nominating Committee. The Chair shall be the longest-serving member of the Committee.

3. The Board of Directors may establish special committees of the AIC Board as it may determine to be desirable and may make such regulations for the management of same and may discontinue same as it may from time to time determine.

SECTION VII: AMENDMENTS

These Bylaws may be amended, added to, or repealed by a vote of not less than two thirds of the Fellows and Professional Associates present in person at a General Meeting announced in accordance with the provisions of Section IV, paragraph 1, provided that notice of such changes has been furnished in writing to said membership.

SECTION VIII: FISCAL YEAR

The fiscal year of the organization shall commence on January 1.

As amended June 11, 1997.