[Adopted on March 15, 2017]

BYLAWSofThe Heritage Education Network, Inc.
The Heritage Education Network, also known by the acronym “THEN” is organized exclusively
as a professional membership organization established in the state of Maryland under section
501(c)(3) of the Internal Revenue Code.

ARTICLE I
Name and Location
Section 1. Name
The name of this organization is The Heritage Education Network, hereafter called the“Organization.” It is a nonprofit corporation incorporated in the state of Maryland.
Section 2. Offices
Offices of the Organization are located in Maryland or elsewhere as may be determined by theExecutive Board, hereafter called the “Board.”

ARTICLE II
Objective, Goals, and Organization
Section 1. Objective
The objective of the Organization is to provide an alliance for those who use, manage, teach, orcreate information about past or present peoples and cultures.
Section 2. Goals
The goals are to use and encourage education as a means to protect and preserve the past for thefuture; to provide a forum and network for practitioners, professional educators, and the public tocommunicate and collaborate about heritage education; to develop standards, codes of ethics,
best practices, and professional guidelines for heritage educators; to mentor individuals enteringor practicing in the profession of heritage education; to share and publicize best practices andresources for practitioners; and to provide a venue for publication.
Section 3. Organization
As set forth in the Articles of Incorporation, the Organization consists of its members. It isgoverned by the Board, which, in addition to such duties as prescribed in these Bylaws, acts as
the policy-making and administrative body. To achieve the Organization’s goals, the Board may
establish committees, divisions, and task forces of its members; classes of membership withdifferent dues and privileges; and formal relationships with other societies and associations thatare allied with its interests.

ARTICLE III
Membership
Section 1. Membership Privileges
All classes of members enjoy the privileges of the Organization except where certain privileges
are specifically restricted in the Bylaws. Membership is open to any person who subscribes to theobjectives of the Organization, without regard to sex, race, religion, nationality, age, sexual
orientation, disability, marital or veteran status.
Section 2. Regular Member
Any person who is engaged in archaeology, anthropology, history, formal and informaleducation, architecture, folklore, museology, interpretation, art history, and public outreach about
cultural heritage may become a Regular Member. Others may also be approved by the Board asRegular Members.
Section 3. Student Member
Any person enrolled at an educational institution and pursuing a degree (Associate or higher) in afield of study related to some aspect of heritage education is eligible to become a StudentMember.
Section 4. Joint Member
A Regular Member’s spouse who supports the objectives of the Organization is eligible tobecome a Joint Member. Joint members and their spouses are eligible to receive one copy of all
Organization member benefit products, which is sent to the spouse, except for election material,
which is sent to both.
Section 5. Associate Member
Any person who supports the objectives of the Organization may become an Associate Member.
Associate Members do not vote in the Organization’s elections.
Section 6. Membership Application
Membership application procedures are established by the Board and set forth in its policies.
Section 7. Non-Payment of DuesAny member whose dues are 30 days past due is temporarily suspended and all privileges ofmembership are discontinued. Members suspended for nonpayment of dues may be reinstated at
any time upon payment of the current year’s dues. If dues are not paid by the close of the current
year, the membership is terminated.
Section 8. Termination of Membership
The Board, may, by two-thirds vote of the members present and voting, remove from themembership rolls any member whose acts are contrary to the ideas, objectives, and acceptable
standards of the Organization as set forth in these Bylaws or Board policies or who otherwise
makes improper use of membership in the Organization.

Section 10. Affiliated Organizations
Other organizations may petition to be designated by the Board as Affiliated Organizations. The
fees and benefits for Affiliated Organizations are determined by the Board.

ARTICLE IV
Dues and Charges
Section 1. Annual Dues
Membership dues are fixed by the Board. Rates and benefits may differ by membership class orby other criteria determined by the Board.
Section 2. Payment Schedule
Dues payment is based on the calendar year (January through December). Members may join
the Organization at any time during the year. Dues are applicable to the calendar year in which
the member paid, with the exception of members joining during the months of November andDecember when the dues payment is applied to the next calendar year.
Section 3. Other Charges
Registration fees for meetings and charges for other activities, services, and materials aredetermined by the Board.

ARTICLE V
Executive Board
Section 1. Authority and Responsibility
The affairs of the Organization are managed and controlled and under the supervision of theBoard, subject to the provisions of the Articles of Incorporation and these Bylaws. The Board
may adopt such rules and regulations for the conduct of its business as it deems advisable.
Section 2. Composition
The Board consists of the Officers and one or more additional Directors. The Officers are aPresident, a Treasurer, a Secretary, and, in alternate years, a President-Elect or a Past President.
The size of the Board is set by its members; it may have no fewer than five and no more thannine members, including the Officers.
Section 3. Student Liaison
A nonvoting Student Liaison may be appointed by the President, with the approval of the Board.
The individual serves a one-year term and may be reappointed for up to two additional terms.
The Student Liaison advises the Board on the special needs and concerns of the student members
and communicates Board decisions back to student members.
Section 4. Qualifications
Regular and Joint Members who are in good standing are eligible for election. Student Members

are eligible only for the appointed Student Liaison position. Associate Members and Affiliated
Organizations are not eligible for Board positions.
Section 5. Terms of OfficeUpon election to the presidency, an individual serves a year as President-Elect, followed by twoyears as President, followed by a year as Past President. All other elected Officers and Directors
have three-year terms. All Officers and Directors remain in office until the Spring Board meeting
following the election of their replacement. No regularly elected Officer or Director may serve
for more than one consecutive term in the same office.
Section 6. Vacancies
If the President can no longer serve, the President-Elect or Past President assumes the duties ofthe office. For all other vacancies in officer positions, the Board appoints from its own members
an officer pro tempore. Vacancies in Director positions are filled by appointment by thePresident, with the approval of the Board. All appointments subject to this section continue until
the office is filled by a regular election. An interim Secretary, Treasurer, or Director appointed
under this provision may run for the same office in the next regular election.
Section 7. Resignation
Any Board member (including Officers) and the Student Liaison may resign upon presenting awritten communication to the President.
Section 8. Removal
Any Board member (including Officers) and the Student Liaison may be removed with orwithout cause by the affirmative vote of two-thirds of the Board members at which a quorum ispresent. Written notice of the proposed removal must be provided.

ARTICLE VI
Duties of the Officers
Section 1. President
The President is the presiding officer of the Organization and of the Board. The President has
powers and performs such duties as the Board may direct. The President manages the overall
organization and works directly with the Board to further organizational goals. The President
serves as an ex-officio member of all standing and special committees except the Nominating
Committee and makes all committee appointments.
Section 2. President-Elect and Past President
The President-Elect and Past President, who serve in alternate years, assist the President inmanaging the Organization and furthering the Organization’s goals. In the event of absence ordisability of the President, these officers shall perform the President’s duties.
Section 3. Secretary
The Secretary records the proceedings of all meetings of the Board and insures that appropriate

archival procedures are used to safeguard the permanent files of the Organization. The Secretaryprovides a copy of all records to the President upon request. In the absence of the Secretary,
secretarial duties may be discharged by a Secretary pro tempore to be appointed by the Board.
The Secretary oversees the organization’s elections and notifies candidates of the outcome.
Section 4. Treasurer
The Treasurer keeps the accounts of the Organization and collects funds and disburses themunder the direction of the Board. The Treasurer provides a written statement showing thefinancial condition of the Organization for any meeting of the Board, when requested. TheTreasurer keeps proper books of the accounts showing all sums received by or due to theorganization and all sums paid by or due from the organization and its other assets and liabilities.
The books are at all times subject to inspection by the Board. The Treasurer has such power withrespect to signing drafts, checks and other instruments, and incurring liabilities as the Board
confers.

ARTICLE VII
Executive Board Meetings
Section 1. Meeting structure and scheduling
The Board holds at least two meetings a year, normally in the spring and fall. Meetings are heldin locations determined by the President and approved by the Board. Written or electronic noticeof the meetings is sent to each Board member at least 10 days prior to the meeting.
Board members may attend meetings in person or participate by way of a conference call or otherelectronic means that allows them to hear everyone in the meeting and be heard by everyone in
the meeting. Participation by such means constitutes in-person presence of the member at themeeting.
Section 2. Quorum and Voting
At any Board meeting, a majority of the Board constitutes a quorum. Members may not vote atmeetings by proxy. The Board may take action without a meeting only if the action is approved
unanimously by the entire Board. The action must be described in writing and must gain written
approval (electronically or on paper) from all Board members. The results of the decision arereported to the Board and shared with the Organization.
Section 3. Absence
A Board member absent from two consecutive Board meetings automatically vacates the seat.
However, the Board may excuse any such absence by a majority vote.

ARTICLE VIII
Nominations and Elections
Section 1. Nominating Committee

The Nominating Committee selects candidates for the election as Officers and Directors. It iscomposed of the immediate past president and two Regular Members appointed by the President.
Each member serves a two-year term. The immediate past president normally chairs thecommittee; otherwise, the President may appoint the chairperson.
Section 2. Duties of the Nominating Committee
The Committee prepares a list of offices for which candidates must run in the upcoming Board
elections, and informs the Organization’s members about the procedures for submitting names tobe considered. The Committee then nominates one or two candidates for each open position. All
prospective nominees must indicate in writing their willingness to serve.
Section 3. Election Procedures
Voting commences by electronic ballot distributed at least 60 days before the fall Board meeting,and closes 30 days before the fall Board meeting. The candidate who receives the highest numberof votes for a position wins. In the event of a tie, the Board selects the winner. The results of theelection are announced by the Secretary at the fall Board meeting and are posted electronically tothe membership.

ARTICLE IX
Membership Meetings and ReferendumsSection 1. Annual Business Meeting and Special Meetings
The Board may establish an Annual Business Meeting of the Organization’s membership when it
deems appropriate. It may also call a Special Meeting of the membership at any time, withappropriate notice.
Section 2. Referendums
A referendum vote may held by ballot at any time upon the initiation of the Board or a signed
petition to the Board by ten percent of the voting members. Referendum ballots are sent tomembers electronically. To have their votes counted, members must cast their ballots
electronically not more than 15 days after the date these are sent. A majority of votes received
constitute the deciding vote. The Secretary certifies the vote to the Board.
Section 4. Voting
Only voting members have the right to vote in meetings and referendums. At meetings, votes
may be cast in person or by a ballot delivered by the member to the Organization. Members may
not vote by proxy.
Section 5. Quorum
A quorum is presumed at any membership meeting called on at least 30 days written notice, sent
either electronically or by mail. Otherwise, at least 25 percent of the voting members must bepresent for a quorum.
Section 6. Rules of OrderExcept as otherwise specified in the Bylaws, Robert’s Rules of Order governs the conduct of theOrganization’s meetings.

ARTICLE X
Publications
Section 1. Website and Other Electronic Communication
The Organization maintains a website as the main method of communication to its membershipand the public. Other social media such as Facebook and Twitter may also serve to keep
members and the public connected and informed.
Section 2. Publications and Subscriptions
The Board approves the creation of all publications and determines which ones are received byeach class of member.

ARTICLE XI
Committees
Section 1. Committee Formation and Operation
The Board has the power to create or dissolve committees and to establish policies with regard tocommittees. The President appoints the chair and members to committees with the advice andconsent of the Board.
Section 2. Committee Types
Committees established by the Board include, but are not limited to, the following:
subcommittees of the Board, intended to facilitate the Board’s work; standing committees thatare specifically named in the Bylaws; advisory committees operating with broad descriptions thatserve in an advisory or administrative capacity; and task forces that perform specific activities fora defined term.
Section 3. Presidential Advisory Council
The Presidential Advisory Council includes all Past Presidents of the Organization. Its purpose
is to advise the Officers of the Organization, who may turn to the Presidential Advisory Council
for advice at any time. Said advice, however, is not binding upon the Board. Each President,
upon becoming the immediate Past President, becomes a member of the Presidential Advisory
Council and chairs the Council for the ensuing two years.

ARTICLE XII
Fiscal and Legal Procedures
Section 1. Fiscal Year
The Board sets the fiscal year of the Organization.

Section 2. Fiscal Authority
The Board receives by bequest, donation, or otherwise, either real or personal property or both,and hold the same absolutely or in trust, and invest, reinvest, and manage the same, and apply
said property and the income arising therefrom to the purposes of the Organization except whererestricted by these Bylaws.
Section 3. Funds
The Board establishes and maintains designated funds as set forth in Board policy.
Section 4. Annual Budget
The Board adopts a budget each fiscal year.
Section 5. Non-Compensation
No member of the Board acting as an Officer or Director receives compensation for services
rendered. Travel expenses personally incurred by Board members attending to the business of theOrganization may be paid by the Organization in accordance with rules and procedures adopted
by the Board.
Section 6. Annual Financial Report
The Board publishes an annual financial report.
Section 7. Deficit Financing
No financial obligation in excess of funds available in the treasury is assumed by the Board or by
any officer on behalf of the Organization except when approved by a two-thirds vote of theBoard.
Section 8. Legal Counsel
The Board may appoint legal counsel to act as general legal counsel and to advise in the legal
affairs of the Organization.

ARTICLE XIII
Dissolution
The Organization uses its funds only to accomplish the objectives specified in these Bylaws, andno part of said funds may be used by or distributed to the members of the Organization. On
dissolution of the Organization, any funds remaining will be distributed to one or more regularlyorganized and qualified charitable, educational, scientific, or philanthropic organizations, to be
selected by the Board.

ARTICLE XIV
Amendments
Section 1. Proposal of Amendments

Amendments to the Bylaws may be proposed by the Board on its own initiative or by a petition
signed by a minimum number of voting members as established by the Board based on thecurrent number of voting members in the Organization.

Section 2. Approval of Amendments
Amendments are approved by vote by a two-thirds vote of the Board, either electronically or bythose present at a Board meeting.