The principal office of the corporation shall be located in the City of New York, State of New York. The corporation may have such other offices, either within or without the State of New York, as the Board of Trustees may determine, or as the affairs of the corporation may require from time to time. The address of the registered office of the corporation in Delaware shall be as determined from time to time by the Board of Trustees. Section 1. Class of Members. The corporation shall have two classes of Members: Active Members and Honorary Members for which there will be no limit. Active Members. Active membership is open to persons who serve as curators at qualified art museums that, by purpose, size and standards of operation meet the eligibility requirements established by the Trustees of the corporation. The term curator is here used to designate that salaried employee of a qualified art museum who has responsibility for the works of art owned by or lent to the museum, including responsibility over their acquisition, exhibition, preservation, study, and interpretation. Eligible individuals will be professionally qualified for their positions by an appropriate balance of training in art history and/or knowledge of art, museum experience, and administrative skills.
The term "qualified art museum" is here used to designate non-profit institutions that are primarily concerned with the maintenance of a significant permanent collection of works of art and/or with the exhibition and interpretation of works of art, and that have a program of significance to the museum's region, as determined from time to time by the Trustees. The initial list of 187 qualified art museums is attached as Appendix A. Honorary Members. Any person who is a former member of this corporation who has been retired from the art museum profession for one year and upon whom a special honor is desired to be conferred by reason of long and distinguished service to the art museum profession shall be eligible for honorary membership. An Honorary Member shall hold his/her membership for life and shall be excused from the payment of dues. In the case of an Honorary Member becoming engaged in an activity which in the judgment of the Trustees poses a potential conflict of interest, his or her membership shall be deactivated, to be reactivated once such activity has come to an end and proper notification to this effect has been received by the Trustees.
Section 2. Members. Members shall be held in good standing upon payment of dues.
Section 3. Voting Rights. Each Active Member shall be entitled to one vote on each matter submitted to a vote of the Members. Honorary Members shall have no voting rights but shall be entitled to be heard at any meeting of Members.
Section 4. Termination of Membership. Upon recommendation of the Board of Trustees, the Active Members, by affirmative vote of two-thirds of all of the Active Members, may suspend or expel a Member for cause and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any Member who becomes ineligible for membership, or suspend or expel any Member who shall be in default in the payment of dues for the period fixed in Article XV of these by-laws. No recommendation concerning the suspension or expulsion of a Member, or the termination of his/her membership, shall be made by the Board of Trustees unless written notice of such proposed action and the grounds therefor shall have been given to such Member at least thirty days prior to the taking of such action and he/she shall have been afforded a reasonable opportunity to be heard on the matter.
Section 5. Resignation. Any Member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former Member and filed with the Secretary, the Board of Trustees may, if authorized by the affirmative vote of two-thirds of the Board of Trustees, reinstate such former Member to membership upon such terms as the Board of Trustees may deem appropriate.
Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable. Section 1. Biennial Meeting: Election of Officers. A biennial meeting of the Members (the "Biennial Meeting") shall be held at such time as shall be fixed by the Board of Trustees, usually in the month of May or June in every other year, beginning with the year 2002, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the election of officers shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Trustees shall cause the election to be held as soon thereafter as may be convenient. If a nomination for any office or trusteeship shall be made by the Executive and Nominating Committee as provided in Section 1 of Article VII hereof, there shall be no other nomination for such office or trusteeship unless the same shall be made in writing and signed by at least five Active Members and shall be filed with the Secretary at least ten days before the meeting at which an election to fill such office is to be held.
Section 2. Special Meetings. Special meetings of the Members may be called by the President, the Board of Trustees, or not less than one-fourth of the Active Members.
Section 3. Place of Meeting. The Board of Trustees may designate any place, either within or without New York City, as the place of meeting for any Biennial Meeting or for any special meeting called by the Board of Trustees. If no designation is made or if a special meeting is otherwise called, the place of the meeting shall be the principal office of the corporation in the State of New York.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of Members shall be delivered, either personally, by mail, or by electronic means, to each Member not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
Section 5. Informal Action of Members. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be given by a majority of the Active Members.
Section 6. Quorum. Members holding one fifth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. Proxies shall be permitted subject to such conditions as may be determined by the Trustees.
Section 8. Manner of Acting. A majority of the votes entitled to be cast on matters to be voted upon by the Members present at a meeting at which a quorum is present in person or as otherwise provided by this Section shall be necessary for the adoption thereof unless a greater proportion is required by statute or by these by-laws, except that officers shall be elected by a plurality of the votes cast at a meeting. If determined by the Board of Trustees, Members may vote for officers by mail or electronic means on such conditions established by the Board and any such votes properly cast shall be taken into account in determining whether a quorum is present. Section 1. Class of Members. The AAMC Council will be comprised of representatives ("Council Members") elected by Active Members at each qualified art museum. In order to be admitted to the AAMC Council, the curator must be an Active Member in good standing of the corporation.
Section 2. Number, Tenure and Qualifications. The number of representatives from each qualified art museum will depend on the number of curators in that institution, as determined by the Board of Trustees. Initially, a qualified art museum with fewer than ten curators will elect one Council Member to the AAMC Council; a qualified art museum with ten to nineteen curators will send two; and so on. Council Members will serve a term of three years. A Council Member may be re-elected once, but may serve no more than two terms in succession. After a three-year hiatus, an Active Member may be re-elected as a Council Member. The Membership Committee will communicate with the Active Members at each qualified art museum to ensure that the appropriate number of Council Members have been elected and to verify that the manner of election conforms to the By-Laws of the corporation.
Section 3. Regular Meetings. The AAMC Council will meet at least once a year, usually in May or June, concurrent with the meeting of the Board of Trustees and, in even-numbered years, the Biennial Meeting.
Section 4. Notice. Council Members will be notified of the meetings in writing, by mail or electronic means, at least 45 days prior to any meeting. Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Trustees. Trustees must be Active Members of the corporation.
Section 2. Number, Tenure and Qualifications. The number of Trustees shall be eighteen or as determined from time to time by the Board of Trustees. In addition, the President, the Vice President, the Treasurer, the Secretary and the Chairs of Standing Committees shall each be an ex-officio Trustee by virtue of his/her election or appointment to such office or chair. The term of office for each elected member of the Board of Trustees shall be three years, and each member may be re-elected once but serve no more than two terms in succession. If requested by a Trustee and approved by the Board, the renewal term of such Trustee may be reduced from three years to one or two years. After a three-year hiatus, an Active Member may be re-elected as a Trustee. The Board of Trustees shall be self-perpetuating. New Trustees shall be nominated by the Nominating Committee and elected by a majority vote of the existing Board of Trustees.
Section 3. Regular Meetings. Regular meetings of the Board of Trustees shall be held without other notice than this by-law, immediately before or after, and at the same place as, the Biennial Meeting of Members and the annual meeting of the AAMC Council. The Board of Trustees may provide by resolution the time and place, either within or without the City of New York, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or any two Trustees. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the City of New York, as the place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Trustees shall be given at least two days previous thereto by written notice delivered personally or sent by electronic means to each Trustee at his address as shown by the records of the corporation or at least four days previous thereto by written notice sent by mail to each Trustee at such address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by electronic means or facsimile, such notice shall be deemed to be delivered when the message is received or transmitted by electronic means. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by statute or by these by-laws.
Section 6. Quorum. One-third of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than one-third of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by statute or by these by-laws.
Section 8. Vacancies. Any vacancy occurring in the Board of Trustees and any trusteeship to be filled by reason of an increase in the number of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees, though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 9. Compensation. Trustees as such shall not receive any salaries for their services, but nothing herein contained shall be construed to preclude any Trustee from serving the corporation in any other capacity. A Trustee may be reimbursed by the corporation for reasonable and necessary expenses incurred by him/her in connection with his/her services to the corporation on such conditions as may be established by the Board of Trustees from time to time.
Section 10. Informal Action by Trustees. Any action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed or furnished by electronic transmission by all of the Trustees. Section 1. Officers. The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Trustees may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Trustees. Any two or more offices may be held by the same person, except the offices of President and Secretary. A Trustee may be elected an officer, and all officers shall be ex-officio Trustees. Notwithstanding any limitation on the term of any officer provided by this Article VI, the Board may in its discretion extend the term of such officer for a period of one year.
Section 2. Election and Term of Office. The President, Vice President, Secretary and Treasurer of the corporation shall be elected by the Active Members at the Biennial Meeting of the Members. If the election of such officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Other offices may be created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer elected by the Active Members may be removed at any time by the action of the Active Members taken at a meeting of the Members. Any officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgement the best interests of the corporation would be served thereby. However, any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/She shall preside at all meetings of the Members, the AAMC Council, and of the Board of Trustees. He/She may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these by-laws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time. The President shall serve a two-year term; and as the Past President in the succeeding year shall continue to serve as a Trustee ex-officio for one additional year. The President shall not be eligible for successive terms provided that the Board may in its discretion extend the term of a President for a period of one year.
Section 6. Vice President. In the absence of the President or in event of his/her inability or refusal to act, the Vice President shall perform the duties of the President; and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Trustees. The Vice President shall serve a single two-year term provided that the Board may in its discretion extend the term of a Vice President for a period of one year.
Section 7. Treasurer. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine. He/She shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Trustees. The Treasurer shall serve a single two-year term provided that the Board may in its discretion extend the term of a Treasurer for a period of one year.
Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records; keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Trustees. The Secretary shall serve a single two-year term provided that the Board may in its discretion extend the term of a Secretary for a period of one year. Section 1. Standing Committees. The following standing committees shall be elected by the full membership but drawn from the AAMC Council. Council Members will propose their own nomination to the Executive and Nominating Committee. The Chairs of each Committee shall be appointed by the President for a one-year term that may be renewed for a second one-year term. Each Committee will have at least seven members, or a different number as established by the Board of the Trustees.
Executive, Nominating and External Relations Committee.
Museum Collections and Programs Committee.
Membership Committee.
Professional Standards and Institutional Environment Committee.
Professional Development and Conference Committee.
Section 2. Other Committees. Other committees may be created as may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present. Members of each such committee shall be Council Members , and the President of the corporation shall appoint the members thereof, but their names shall be placed before the full membership for ratification within sixty days of appointment.
Section 3. Term of Office. Each member of a committee shall serve one two-year term or continue until the next Biennial Meeting of the Members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be appointed chairman by the President and shall serve for a one-year term that may be renewed for a second one-year term.
Section 5. Removal. Any committee member may be removed by the President or a majority vote of the Board of Trustees whenever in his or their judgment the best interests of the corporation shall be served by such removal.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Trustees. Section 1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, et cetera. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer or any Assistant Treasurer and countersigned by the President or a Vice President of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Trustees may select.
Section 4. Gifts. The Board of Trustees may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at its registered or principal office a record giving the names and addresses of the Active Members entitled to vote. Promptly after each annual or special meeting of Members, the Secretary shall distribute copies of the minutes thereof to all Members. All books and records of the corporation may be inspected by any Active Member, or his agent, or attorney, for any proper purpose at any reasonable time. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. Section 1. Annual Dues. The Board of Trustees may determine from time to time the amount of annual dues payable to the corporation by Active Members and their institutions.
Section 2. Payment of Dues. Dues shall be payable in advance on the first day of January in each fiscal year.
Section 3. Default and Termination of Membership. When any Active Member shall be in default in the payment of dues for a period of twelve months from the beginning of the fiscal year or period for which such dues become payable, his membership may thereupon be terminated by the Board of Trustees in the manner provided in Article II of these by-laws. Whenever any notice is required to be given under the provisions of the Delaware General Corporation Law or under the provisions of the certificate of incorporation or by the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Furthermore, any person attending any meeting provided for by these by-laws shall be deemed to have waived notice of such meeting unless such person is attending such meeting solely to contest the validity thereof. These by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds majority of the Active Members present at any meeting of Members, if at least ten days' written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting. Any by-laws adopted by the Board of Trustees may be altered, amended or repealed by the Board of Trustees, and new by-laws may be adopted by the Board of Trustees to replace any by-laws repealed by it, in any such case by action taken by the Board of Trustees in accordance with these by-laws.