1.1 Name: The Fort Daniel Foundation, Inc. ("FDF")

1.2 Registered Office and Registered Agent. The Corporation shall at all times maintain a registered office in the State of Georgia and shall have not more than one (1) registered agent whose business office is identical with such registered office. The registered office of the Corporation and the registered agent of the Corporation at such office may be changed from time to time by the Corporation in the manner specified by law.

The Fort Daniel Foundation (FDF), founded in 2009, is a nonprofit organization composed of professional and avocational archaeologists, descendants of military leaders, militiamen, and frontiers people associated with Fort Daniel during the late 18^th and early 19^th centuries, and interested members of the general public. FDF’s mission is to preserve the Fort Daniel archaeological site by promoting the creation of the Fort Daniel Historic Site and Archaeological Research Park, as a permanent archaeological research preserve available to researchers, historians, and educators where an active learning facility will provide for:

Teaching children the value of our cultural heritage, particularly as it is contained in archaeological sites;

Training and mentoring of archaeology students;

Public archaeology opportunities;

Maintenance of a field laboratory

A museum where artifacts will be processed, conserved, and displayed to convey the life of the area’s frontier settlers.

3.1 Membership. Membership in the Corporation (the‚ "Membership") is open to any person who or institution that subscribes to the stated purpose of the Corporation upon payment of the appropriate dues for the class of membership so desired. Application for membership shall be submitted to the Membership Chairperson (or Recording Secretary). Members of the Corporation (the "Members") should have a sincere interest in preservation of the Fort Daniel archaeological site and subscribe to professional standards described in the policy statement published by the Society for American Archaeology (see attachment I). Each Member shall be entitled to all such rights and privileges as shall be specified by the Board of Directors.

3.2 Resignation of Membership. A Member may resign at any time upon written notice to the Recording Secretary.

3.3 Dues. Dues shall be in such amount and shall be payable at such times as the Board of Directors may determine. Contributions to the Corporation will be accepted from Members or others; however, such contributions shall not affect a Member’s obligation to pay dues.

Any Member neglecting to pay dues in such amount or at such time as is designated by the Board of Directors may be expelled or suspended from Membership

3.4 Voting.

3.4.1 Members. Each Member who is in good standing shall be entitled to one vote on any matter that may require a vote of the Membership. A member in good standing is defined as a member with dues paid and current.

3.5 Removal of Member. The Board of Directors may expel or suspend from membership a member with cause. No Member may be expelled or suspended without at least fifteen (15) days prior written notice of such expulsion or suspension, stating the reasons therefore, and such Member shall have an opportunity to be heard by the Board of Directors not less than five (5) days prior to the effective time of such suspension or expulsion. The Board of Directors may, by a three-quarters vote, remove any Member whose acts are contrary to the purposes of the Corporation, or who otherwise makes improper use of the Membership. Any action by the Board of Directors under this Section 3.5 is subject to appeal at any meeting of the Membership of the Corporation.

4.1 Annual and Regular Meetings. An annual meeting of the Membership shall be held in the fall, at such time as designated by the President and approved by the Board of Directors. In addition, the Membership may schedule other meetings to occur at regular intervals throughout the year. At the annual meeting, the President and Chief Financial Officer shall report on the activities and financial condition of the Corporation and any other matters as may be raised in the notice of such meetings.

4.1.1 Special Meetings. Special meetings of the Membership may be called by or at the request of the President, or in his or her absence by the Vice President, by any person authorized to do so by the Board of Directors, or by Members holding at least five percent (5%) of the voting power of the Corporation. The person or persons authorized to call such special meeting of the Membership may fix any place, either within or without the State of Georgia, as the place for holding the special meeting of the Membership.

4.2 Notice of Meetings. Notice of any annual, regular or special meeting of the Membership shall be given at least ten (10) days but no more than sixty (60) days prior to such meeting by written notice. Written notice for this purpose will be US mail or email and delivered to each Member at such address as set forth on the records of the Corporation (except that if any Member shall have filed with the Corporation a written request that notices intended to be delivered to such Member be mailed to some other address, then all notices to such Member shall be mailed to the address designated in such request). Notices shall state the date, time and place of the meeting as set forth in the Georgia Nonprofit Corporation Code (the "Code"). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage prepaid. Any Member may waive notice of any special meeting. A statement of the matters that must be approved by Members at the meeting of the Membership shall be set forth in the notice or waiver of notice of such meeting.

4.3 Quorum. Unless otherwise provided in the Code or the Articles of Incorporation, the presence at a meeting, in person or by proxy, of at least ten percent (10%) of the Members entitled to cast a vote at such meeting shall constitute a quorum necessary for the transaction of business at any meeting of the Membership; provided, however, the presence at a meeting, in person or by proxy, of at least twenty percent (20%) of the Members entitled to cast a vote at such meeting shall constitute a quorum for matters that were not set forth in the notice for such meeting.

4.4 Votes Required for Action. Except as otherwise required by the Code or these Bylaws, the affirmative vote of a majority of the Membership present, in person or by proxy, at the meeting at which a quorum is present and entitled to vote shall be the act of the Membership.

4.5 Voting by Proxy. Any Member entitled to vote may vote by proxy, written or email, provided that the instrument authorizing such proxy shall have been executed by the Member. Each Member or his/her proxy shall have one (1) vote in the affairs of the Corporation to be approved by the Membership.

4.6 Adjournment to Reconvene. A meeting of the Membership whether or not a quorum is present, may be adjourned by a majority of the Members present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.

5.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors of the Corporation. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by law, the Articles of Incorporation or these Bylaws.

5.2 Number of Directors. The number of Directors comprising the Board shall be determined by the Board of Directors; however, in the absence of such resolution, the Board of Directors shall consist of an even number (2, 4, 6, 8) of members. In addition there shall be a professional archaeologist who shall be an exofficio member of the board of Directors. The President of the Corporation shall serve as Chairperson and vote as a member of the Board. The Board of Directors shall at all times consist of at least two (2) Directors.

5.3 Term of Directors. The Board of Directors shall be divided into two (2) equal (or as near as may be) Classes having staggering terms of office. Each Director will hold office for a term of four years. Class I Directors shall stand for re-election in odd-numbered years and Class II Directors shall stand for re-election in even-numbered years. (See example below)

5.4 Election of Directors. Directors shall be elected at each annual meeting, as applicable, to succeed those Directors whose terms have expired and to fill any vacancies then existing. Each Director who is re-elected, or elected to succeed a Director whose term has expired, shall hold office for the term of four years and until his successor is elected and qualified. No Director shall serve more than two (2) consecutive terms of four (4) years each, but may be elected to a four-year term after a one-year absence.

5.5 Vacancies. Subject to the Articles of Incorporation, any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the next meeting of Members at which Directors are elected.

5.6 Compensation. Directors shall receive no compensation for their services as Directors, but shall be reimbursed for reasonable expenses incurred in connection with services rendered to the Corporation.

6.1 Regular Meetings. A regular meeting of the Board of Directors shall be held prior to the annual meeting of the Members. The Board of Directors may schedule other meetings to occur at regular intervals throughout the year. No notice or call of meeting of the Board of Directors shall be necessary for each annual meeting of the Board of Directors.

6.2 Special Meetings. Special meetings of the Board of Directors may be called by the President at the request of one-third (1/3) of the Directors.

6.3 Place of Meetings. Directors may hold their meetings at any place within or without the State of Georgia as the Board of Directors may from time-to-time establish for regular meetings, or as is set forth in the notice of special meetings or, in the event of a meeting, held pursuant to waiver of notice, as may be set forth in the waiver.

6.4 Notice of Special Meetings. Notice of any special meeting of the Directors shall be given at least two (2) days prior to such meeting by written notice. Written notice for this purpose will be US mail or email and delivered to each Member at such address as set forth on the records of the Corporation (except that if any Direction shall have filed with the Corporation a written request that notices intended to be delivered to such Director be mailed to some other address, then all notices to such Director shall be mailed to the address designated in such request). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any director may waive notice of any special meeting.

6.5 Quorum. Unless otherwise provided in the Code or the Articles of Incorporation, the presence of at least a majority of the Directors of the Corporation shall constitute a quorum necessary for the transaction of business at any meeting of Directors.

6.6 Vote Required for Action. Except as otherwise provided by the Code or these Bylaws, the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

6.7 Dissent or Abstention. A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at the meeting; (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he or she delivers written notice of such dissent or abstention to the presiding officer of the meeting before its adjournment or to the Recording Secretary immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

6.8 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the Directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.

6.9 Telephone Conference Calls. Unless otherwise prohibited by the Articles of Incorporation, members of the Board of Directors, or any committee designated by such Board, may participate in any regular or special meeting of such Board or committee by means of conference telephone, or similar communications equipment by means of which all Directors participating in the meeting can simultaneously hear each other during such meeting, and participation in a meeting pursuant to this Section 6.9 shall constitute presence in person at such meeting. Committee work may also be carried out via email or similar communications.

7.1 Number. The officers of the Corporation shall consist of a President, a Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. The President shall also appoint a Parliamentarian. The Board of Directors shall from time to time create and establish the duties of such other officers and elect or provide for the appointment of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation.

7.2 Election and Term. The Board of Directors shall nominate a slate of officers to be presented to the general membership at the annual meeting. The officers will be elected by the membership. All officers shall serve a term of two (2) years or until a successor has been elected and has qualified, or until an officer’s earlier death, resignation, removal, retirement, or disqualification. There will be no limit to the number of times an officer can be elected to a two-year term, with the exception of the President who will be elected to one two year-term.

7.3 Removal of Officers. The Board of Directors may remove any officer at any time with or without cause by vote of a majority of the Directors.

7.5 Additional Powers and Duties. In addition to the foregoing specifically enumerated powers and duties, the several officers of the Corporation shall have such other powers and duties as are provided for them in these Bylaws or as may, from time to time, be prescribed by the Board of Directors or a committee thereof or the Chairperson of the Board.

7.6 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any Director or Directors.

8.1 Committees of the Board. The Board of Directors shall be empowered to establish such Committees as it may deem necessary. The President shall appoint the membership of each Committee, who shall serve at the pleasure of the Board.

8.2 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

8.3 Conduct of Meetings. Any action required or permitted to be taken by any Committee may be taken without a meeting if all members of the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and written consents of the members shall be filed with the minutes of the proceedings of the Committee.

8.4 Meetings and Minutes. Subject to the foregoing, and unless the Board shall otherwise decide, each Committee shall fix its rules of procedure, determine its action and fix the time and place of its meetings. Each Committee shall keep minutes of all meetings which shall be at all times available to Directors. Action taken by a Committee shall be reported promptly to the Board of Directors.

8.5 Term of Office. Members of any Committee shall be appointed as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

8.6 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his or her intention to do so to the Recording Secretary, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his or her election.

8.7 Vacancies. Any vacancy occurring in a Committee may be filled by a majority of the Directors.

(a) The Corporation shall indemnify those persons whom it is entitled to indemnify under the Code for those amounts authorized under said statutory provisions; provided, however, indemnification shall only be made upon compliance with the requirements of such statutory provisions and only in those circumstances in which indemnification is authorized under those provisions.

(b) The Corporation may purchase and maintain insurance on behalf of those persons for whom it is entitled to purchase and maintain insurance against any liability asserted against such persons and incurred by such persons in any capacity, or arising out of such persons’ status as described in Code Section 14-3-857, whether or not the Corporation would have the power to indemnify such persons against such liability under the laws of the State of Georgia.

(c) The Corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of a final disposition of the proceeding if the Director submits to the Treasurer of the Corporation a written request that complies with the requirements of such provisions set forth in Code Section 14-3-853. The Treasurer of the Corporation shall promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that such Director has requested indemnification, and the determination of such Director’s entitlement to indemnification shall be made within a reasonable time after the receipt of such written request by the Board of Directors.

(d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 9.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(a) No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers or have a financial interest, shall be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action under the laws of the State of Georgia by or in the right of the Corporation or any other person who otherwise has standing,

(i) on the grounds of an interest in the transaction of the Director or any person with whom or which he has a personal, economic, or other association, if:

(1) such transaction is approved by the Directors pursuant to Code Section 14-3-862; or

(2) such transaction is approved by the Members pursuant to Code Section 14-3-863; or

(3) action by the superior court respecting the transaction is at any time taken in compliance with Code Section 14-3-864; or

(4) the transaction, judged in the circumstances at the time of the commitment, is established to have been fair to the Corporation.

(ii) on the grounds of an interest in the transaction of the officer or any other person with whom or which he or she has a personal, economic, or other association, if:

(1) such transaction is approved by the Directors after "required disclosure" (as such term is defined in Section 14-3-865(4) of the Code); or

(2) such transaction is approved by the Member after "required disclosure" (as such term is defined in Section 14-3-865(4) of the Code); or

(3) the action is approved by the superior court in an action to which the Attorney General is a party; or

(4) such transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

(b) A majority (but not less than two) of all the "Qualified Directors" (as such term is defined in Section 14-3-862(d) of the Code) on the Board, or on the committee thereof, shall constitute a quorum for purposes of action that complies with Section 6.2(a)(i) of these Bylaws. Directors’ action that otherwise complies with the Code and these Bylaws is not affected by the presence or vote of a Director who is not a "Qualified Director."

10.1 Inspection of Books and Records. The Board of Directors shall have power to determine which accounts, books, and records of the Corporation shall be open to inspection, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection.

10.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate, but unless otherwise so determined the fiscal year shall begin on the first day of January in each year and shall end on the last day of December in the same year.

10.3 Seal. The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word "Seal" and such other information in the center thereof as is desired. In lieu thereof, the Corporation may use an impression or writing bearing the words "CORPORATE SEAL" enclosed in parentheses or scroll, which shall also be deemed the seal of the Corporation.

10.4 Execution of Documents. No attestation by the Secretary or Treasurer shall be necessary to make any contract, conveyance or other document valid and legally binding which has been executed by and on behalf of the Corporation by an officer or officers thereunto duly authorized in the manner provided for in these Bylaws.

10.5 Parliamentary Procedure. Roberts’ Rules of Order shall be observed and govern the meetings of the Board of Directors, the Membership and the Committees of the Corporation.

11.1 Amendment of Bylaws. Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the Directors. The Members entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.  7/9/09

Principle No. 1: Stewardship

The archaeological record, that is, in situ archaeological material and sites, archaeological collections, records and reports, is irreplaceable. It is the responsibility of all archaeologists to work for the long-term conservation and protection of the archaeological record by practicing and promoting stewardship of the archaeological record. Stewards are both caretakers of and advocates for the archaeological record for the benefit of all people; as they investigate and interpret the record, they should use the specialized knowledge they gain to promote public understanding and support for its long-term preservation.

Principle No. 2: Accountability

Responsible archaeological research, including all levels of professional activity, requires an acknowledgment of public accountability and a commitment to make every reasonable effort, in good faith, to consult actively with affected group(s), with the goal of establishing a working relationship that can be beneficial to all parties involved.

Principle No. 3: Commercialization

The Society for American Archaeology has long recognized that the buying and selling of objects out of archaeological context is contributing to the destruction of the archaeological record on the American continents and around the world. The commercialization of archaeological objects—their use as commodities to be exploited for personal enjoyment or profit—results in the destruction of archaeological sites and of contextual information that is essential to understanding the archaeological record. Archaeologists should therefore carefully weigh the benefits to scholarship of a project against the costs of potentially enhancing the commercial value of archaeological objects. Whenever possible they should discourage, and should themselves avoid, activities that enhance the commercial value of archaeological objects, especially objects that are not curated in public institutions, or readily available for scientific study, public interpretation, and display.

Principle No. 4: Public Education and Outreach

Archaeologists should reach out to, and participate in cooperative efforts with others interested in the archaeological record with the aim of improving the preservation, protection, and interpretation of the record. In particular, archaeologists should undertake to: 1) enlist public support for the stewardship of the archaeological record; 2) explain and promote the use of archaeological methods and techniques in understanding human behavior and culture; and 3) communicate archaeological interpretations of the past. Many publics exist for archaeology including students

Principle No. 5: Intellectual Property

Intellectual property, as contained in the knowledge and documents created through the study of archaeological resources, is part of the archaeological record. As such it should be treated in accord with the principles of stewardship rather than as a matter of personal possession. If there is a compelling reason, and no legal restrictions or strong countervailing interests, a researcher may have primary access to original materials and documents for a limited and reasonable time, after which these materials and documents must be made available to others.

Principle No. 6: Public Reporting and Publication

Within a reasonable time, the knowledge archaeologists gain from investigation of the archaeological record must be presented in accessible form (through publication or other means) to as wide a range of interested publics as possible. The documents and materials on which publication and other forms of public reporting are based should be deposited in a suitable place for permanent safekeeping. An interest in preserving and protecting in situ archaeological sites must be taken in to account when publishing and distributing information about their nature and location.

Principle No. 7: Records and Preservation

Archaeologists should work actively for the preservation of, and long-term access to, archaeological collections, records, and reports. To this end, they should encourage colleagues, students, and others to make responsible use of collections, records, and reports in their research as one means of preserving the in situ archaeological record, and of increasing the care and attention given to that portion of the archaeological record which has been removed and incorporated into archaeological collections, records, and reports.